Common use of Payment of Fees and Expenses Clause in Contracts

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, andpromptly upon receipt of an invoice therefor, if requested for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and Representative in connection with the offering; (B) all third party due diligence include the cost of any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsbackground checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($80,000 100,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Representative, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event, . (b) We have also agreed to pay the out-of-pocket accountable expenses payable to Underwriter an advisory fee of $50,000 upon closing of the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costsexpenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses incurred in connection with relating to the transactions contemplated herebylisting of such Offered Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Offered Securities; (i) all fees and expenses of the reasonable transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and documented expenses of the Company’s accountants; (l) the fees and expenses of the Issuer’s Counsel and other agents and representatives; (m) the Company’s actual “road show” expenses for the Offering; and (n) all out-of-pocket accountable expenses of the Underwriters (including, but not limited to, fees and disbursements of Xxxxxx Xxxxxxxxxx LLP’s and the Underwriters’ reasonable travel, due diligence database, printing, postage, facsimile and telephone expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned Offering payable to the Company to on the extent Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable fees, expenses are and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 and will be reimbursed to the extent not actually incurred offset by actual expenses in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000).

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 135,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 also agrees to pay to the Representative to cover its outa non-of-pocket expenses accountable expense allowance of one and one half percent (1.5%) of the “Advance”). The Advance will be returned to gross proceeds of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred seven thousand five hundred ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($80,000 25,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against underwriter’s expenses will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement expires or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any Agreement Among Underwriters, any Selected Dealer Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event. (b) Upon the termination of this Agreement, the out-of-pocket Company shall reimburse the Representative for the full amount of its actual accountable expenses payable incurred up to and including the date of termination, and, incompliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the compensation commensurate with that set forth under Sections 2(f), 2(g), 4 and 7 if the Company completes an offering with a party introduced to the Company by the Representative should exceed $250,000regarding an offering prior to such termination (collectively, the “Identified Party”) during the twelve (12) month period following the termination of this Agreement.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $80,000 to the Representative to cover its 5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, in total up to $250,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the “Advance”). The Advance will be returned to underwriters in connection with the Company to offering; (B) all third party due diligence include the extent cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventquantities as the underwriters including underwriter’s US & local counsel shall reasonably request, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000and (F) background check consultant.

Payment of Fees and Expenses. Whether (a) Subject to the closing of the sale and purchase of the Firm Shares, the Representative shall be entitled to reimbursement from the Company of a non-accountable expense allowance equal to $100,000 (the “Non-Accountable Expense Allowance”). The Representative shall be entitled to withhold this allowance on the Closing Date related to the purchase of the Firm Shares. In addition to the payment of the Non-Accountable Expense Allowance, whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay be paid, and bear or cause to be borne, all costscosts and expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement and any related documents and any Blue Sky memorandum (any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (other than the fees and expenses of the Underwriters’ counsel); (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Representative copies of the Registration Statement, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) if applicable, the Company’s travel expenses in connection with meetings with the transactions contemplated hereby, including without limitation brokerage community and institutional investors; (iix) all of the reasonable costs and documented out-of-pocket expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence expensesif desired by the Company; (x) any fees or costs payable to the NYSE Amex Equities as a result of the offering; (xi) the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any certificates evidencing the Shares; (xii) the costs and charges of the Transfer Agent; (xiii) the reasonable fees costs of advertising the offering; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by the Company; and (xv) all other costs and expenses reasonably incident to the performance of its legal counsel, roadshow and background check on the Company’s principals) incurred by obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, the Representative in an aggregate amount not to exceed $250,000 (inclusive of Underwriters shall be responsible for their out-of-pocket expenses, including the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firmUnderwriters’ counsel and expenses associated with meetings with the brokerage community and institutional investors, registrar other than the Company’s travel expenses, postage, facsimile and transfer agent telephone charges. (b) Each Selling Shareholder will pay or cause to be paid, and bear or caused to be borne, all costs and expenses incident to the performance of the Offered Securitiesobligations of such Selling Shareholder under this Agreement, including: (ivi) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all any fees and expenses of the Company’s counselcounsel for such Selling Shareholder; and (ii) all expenses, independent public or certified public accountants stamp duties, transfer taxes and other advisorstaxes and duties incident to the sale and delivery of the Shares to be sold by such Selling Shareholder. It is understood that the Company shall bear, and such Selling Shareholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement. (vic) all costs and expenses incurred in connection If (i) the Underwriters are willing to proceed with the preparationoffering, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and transactions contemplated by this Agreement, and Agreement are not consummated because the Company and/or either Selling Shareholder elect not to proceed with the offering for any reason or (viiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualificationsterminates this Agreement pursuant to Section 12 hereof, registrations and exemptions. The then the Company has advanced $80,000 to will reimburse the Representative to cover its Underwriters for their accountable out-of-pocket expenses relating to the offering (the “Advance”including but not limited to reasonable fees and disbursements to their counsel); provided, however, that such reimbursement shall not exceed $100,000. The Advance will be returned to the Company to the extent such out-of-pocket accountable Representative shall present a reasonable accounting of all expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities ADSs (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesADSs, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities ADSs for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced will also pay the Representative’s accountable expenses in total up to two hundred thousand dollars ($80,000 to 200,000) including but not limited to, (A) fees of legal counsel incurred by the Representative to underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses connection with the Offering. To partially cover its the Representative’s out-of-pocket expenses expenses, the Company has advanced to the Representative approximately one hundred thousand dollars (the “Advance”$100,000). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred thousand ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($80,000 25,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against underwriter’s expenses will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 180,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, The Company and the out-of-pocket accountable expenses payable Selling Shareholders also agree to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $50,000 in total expenses in the event that there is not a Closing. The Company has advanced $80,000 30,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Offered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable Representatives may reasonably request, and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees agreed upon between the Representatives and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no eventWe have also agreed to pay the reasonable and documented Representatives’ accountable expenses in total up to one hundred and seventy five thousand dollars ($175,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US& local counsel shall reasonably request, and (F) background check consultant. The Company has advanced seventy five thousand dollars ($75,000) to the Representatives to partially cover its out-of-pocket accountable expenses, which will be returned to the Company to the extent such out-of-pocket accountable expenses payable to are not actually incurred, or are less than the Representative should exceed $250,000advances in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of $150,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses in total up to $120,000 including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence except the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; and (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request. In no eventaddition to the foregoing, the out-of-pocket accountable expenses payable Company agrees to the Representative should pay reasonable costs of background checks in an amount not to exceed $250,0007,500.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid as of the date hereof. The Company has advanced $80,000 to will also reimburse the Representative to cover its Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket expenses costs and expenses, up to a maximum aggregate amount of two hundred and fifty thousand dollars (the “Advance”$250,000). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are , including, but not actually limited to, (A) fees of legal counsel incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to by the Representative should exceed in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (E) background check consultant expenses, (F) the $250,0005,000 cost associated with Xxxxxxxx’x clearing system data, services and communications expenses, (G) the $10,000 cost associated with Xxxxxxxx’x Capital IQ system for comparable company analysis and valuation and (H) reasonable roadshow expenses and necessary travel expenses; provided that any expense over $5,000 shall require the Company’s prior written approval.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance)75,000, provided that any expense over $5,000 shall require the prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The In addition, the Company has advanced $80,000 agrees to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to cover its out-of-pocket expenses one percent (1% ) of the “Advance”). The Advance will be returned to gross proceeds raised at the Company to Closing and at the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventOption Closing, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000as applicable.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, MEI will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the Company agrees to pay all costsperformance of the obligations of MEI under this Agreement, including: (i) the fees and expenses of the accountants and counsel for MEI incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) the fees and expenses of any information agent or solicitor engaged in connection with the transactions contemplated herebyDirected Subscription Program or otherwise, (iii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement and related documents; (iv) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including without limitation the reasonable fees and expenses of Underwriter's counsel in an amount not to exceed $ ________; (iv) all the filing fees of the reasonable SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and documented out-of-pocket Prospectuses as herein provided; (vii) MEI's travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence expensesif desired by MEI; (ix) any fees or costs payable to Nasdaq as a result of the offering; (x) the cost of preparing, issuing and delivery to the Underwriter of any certificates evidencing the Shares and Warrants; (xi) the costs and charges of any transfer agent; (xii) the reasonable fees costs of advertising the offering if requested by MEI; (xiii) all taxes, if any, on the issuance, delivery and transfer of the Units sold by MEI; and (xiv) all other costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses reasonably incident to the issuance and delivery performance of MEI's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Underwriter shall be responsible for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses, including those associated with meetings with the brokerage community and institutional investors, other than MEI's travel expenses, and the fees and expenses of its counsel for other than with respect to Blue Sky and NASD matters. (the “Advance”). The Advance will be returned to the Company to the extent such b) MEI shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such Blue Sky registration, qualification or filing in the states set forth on Schedule 5(f) in which the Underwriter determines to offer or sell the Units. (c) If the sale of the Units is completed, in order to reimburse the Underwriter for costs and expenses associated with the offering, MEI will pay a non-accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable expense allowance of $150,000 to the Representative should exceed $250,000Underwriter on the Closing Date.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 150,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Firm Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesFirm Shares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesFirm Shares, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Firm Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Firm Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventAt the closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1 %) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares) as a nonaccountable expense of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company) , (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has not advanced $80,000 any payment to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Advance, if any, will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000200,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not The Company will pay the transactions contemplated in this Agreement are consummated or this Agreement is terminatedRepresentative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also bear all fees, the Company agrees to pay all costs, fees disbursements and expenses incurred in connection with the transactions contemplated herebyproposed Offering, including, without limitation: the Company’s legal and accounting fees and disbursements; the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, the Underwriting Agreement and related documents (all in such quantities as the Representative may reasonably require); preparing and printing stock certificates and warrant certificates; the costs of any “due diligence” meetings; all reasonable and documented fees and expenses for conducting a net road show presentation; all filing fees (including without limitation (iSEC filing fees) all and communication expenses relating to the registration of the shares to be sold in the Offering, FINRA filing fees; the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses disbursements of its legal counsel, roadshow and the Representative’s counsel up to an amount of $100,000; background check on checks of the Company’s principals) incurred by officers and directors up to a maximum of $15,000; preparation of bound volumes and mementos in such quantities as the Representative in may reasonably request up to an aggregate amount not to exceed of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs2,500; transfer taxes, if any), (iii) all payable upon the transfer of securities from the Company to the Representative; and the fees and expenses of the transfer agent, clearing firm, firm and registrar and transfer agent of for the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with shares; provided that the issuance and sale of the Offered Securities, (v) all fees and actual accountable expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsshall not exceed $150,000. The Company has advanced $80,000 50,000 to the Representative upon the signing of the engagement letter, and has advanced $50,000 to cover its out-of-pocket expenses the representative upon the first public filing of this registration statement with the SEC (together, the “AdvanceAdvances”). The Advance Advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 230,000 (inclusive of the Advance), provided that any expense over $5,000 2,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 60,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $175,000 including but not limited to, (A) fees of legal counsel incurred by the Underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the Underwriters including the Underwriters’ US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 100,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative Underwriters in an aggregate amount not to exceed $250,000 230,000 (inclusive of the Advance), provided that any expense over $5,000 500 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 [●] to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative Underwriters should exceed $250,000230,000. In addition, for its advisory services, the Company shall pay the Underwriters an advisory fee in the amount of $150,000, of which $100,000 has already been paid to the Underwriters, and the remaining $50,000 will be paid to the Underwriters on the Closing Date.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay on the Closing Date all costs, fees and expenses incurred in connection with related to the transactions contemplated hereby, including without limitation (i) all Offering or otherwise incident to the performance of the reasonable and documented out-of-pocket expenses (obligations of the Company under this Agreement, for an aggregate amount of up to $170,000, including, but not limited to, travel, due diligence expenses, reasonable : (a) all filing fees and communication expenses relating to the registration of its legal counselthe Ordinary Shares to be sold in the Offering with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees, roadshow expenses and disbursements relating to the registration, qualification or exemption of the Ordinary Shares under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (d) all fees, expenses and disbursements relating to background check on checks of the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all officers and directors and other due diligence expenses incident related to the issuance and delivery of the Offered Securities Offering; (including all printing and engraving costs, if any), (iiie) all fees and expenses of the clearing firmUnderwriters’ Counsel; (f) the Underwriters’ due diligence expenses; and (g) the Underwriters’ “road show” expenses for the Offering. For the sake of clarity, registrar it is understood and transfer agent agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not. Any unused portion of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred advances paid by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative Underwriters prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof shall be returned to the Company to the extent such the Underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, the out-of-pocket accountable expenses Company has provided the advisory fee advance to the Representative of $30,000 with an additional $40,000 due three business days after the listing of the Class A Ordinary Shares on Nasdaq (together, the “Advisory Fee”). The Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Underwriters. On the Closing Date and the Option Closing Date, if any, the Company shall pay the Representative should exceed $250,000a non-accountable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation: (i) all of payment to the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses Placement Agent of its legal counsel, roadshow Cash Fee and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any non-accountable expense over $5,000 shall require prior written or email approval of the Company, allowance (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned to roadshow,” if any; (xi) the Company to Placement Agent’s closing costs, including the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, reimbursement of the out-of-pocket accountable cost of the escrow agent or clearing agent, of up to $12,900; and (xii) all other fees, costs and expenses payable referred to in Part II of the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced , and (viii) $80,000 75,000 to Northland Securities, Inc. for its services and expenses as the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000QIU.

Payment of Fees and Expenses. Whether The Debtors shall pay (i) all expenses incurred by Collateral Agent and its Affiliates, including the fees, charges and disbursements of counsel for Collateral Agent, in connection with this Agreement and the Collateral, the preparation and administration of this Agreement, the other Financing Documents, the Intercreditor Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement are consummated hereby or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advancethereby shall be consummated), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to incurred by Collateral Agent, including the issuance fees, charges and delivery disbursements of any counsel for Collateral Agent in connection with the Offered Securities (enforcement or protection of its rights in connection with this Agreement, the other Financing Documents and the Intercreditor Agreement, in connection with the Collateral or the Senior Secured Obligations, including all printing and engraving costssuch expenses incurred during any workout, if any)restructuring or negotiations in respect of such Senior Secured Obligations, (iii) all fees and expenses transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Tribunal in respect of this Agreement or any of the clearing firm, registrar and transfer agent of the Offered Securitiesother Financing Documents, (iv) all necessary issuecosts, transfer expenses, assessments and other stamp taxes charges incurred in connection with the issuance any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred by Collateral Agent in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any other Financing Document, the Intercreditor Agreement or the Collateral, including without limitation costs, fees, expenses and (vii) all other charges incurred in connection with performing or obtaining any audit or appraisal, after the occurrence and during the continuance of an Event of Default, in respect of the Collateral or for any filing fees, attorneys’ fees recording costs and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000lien searches.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval of Offered Securities with the Company, Commission; (ii) all filing fees and expenses incident to associated with the issuance and delivery review of the offering of the Offered Securities (including all printing and engraving costs, if any), by FINRA; (iii) all fees and expenses relating to the listing of the clearing firm, registrar Ordinary Shares on The Nasdaq Capital Market or on such other stock exchanges as the Company and transfer agent of the Offered Securities, Representative together determine; (iv) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Representative’s Counsel) unless such filings are not required in connection with the issuance and sale of the Offered Securities, Company’s proposed The Nasdaq Capital Market listing; (v) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vi) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Representative may reasonably deem necessary; (vii) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (viii) the fees and expenses of the Company’s counselaccountants; and (ix) reasonable legal fees and disbursements for the Representative’s Counsel. The total amount payable by the Company to the Representative pursuant to (ix) shall not exceed $125,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Representative. Except as provided for in this Agreement, independent public or certified public accountants and other advisors, (vi) all the Representative shall bear the costs and expenses incurred by them in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part sale of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionstransactions contemplated thereby. The Company has advanced $80,000 25,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company200,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 75,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow up to One Hundred Fifty Thousand Dollars ($150,000) and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive delivery of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the CompanyPlacement Agent Warrants, (iiii ) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on the Closing Date, to the extent not paid at the Closing Date, all costs, fees and expenses incurred in connection with relating to the transactions contemplated herebyOffering, including without limitation but not limited to (i) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in this Offering with the Commission and the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq; (iii) all reasonable fees, expenses and documented out-disbursements relating to background checks of the officers and directors; (iv) all reasonable legal fees, costs and expenses incurred by the Representative, including all reasonable travel and lodging expenses incurred by the Representative or the Representative’s Counsel in connection with visits to, and examinations of-pocket , the Company; (v) translation costs for due diligence purposes; (vi) all fees, expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, but not limited towithout limitation, travelall filing and registration fees and the reasonable fees and disbursements of Representative’s Counsel); (vii) the costs of all mailing and printing of the underwriting documents, due diligence expensesregistration statements, reasonable prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares and the fees and expenses of its the transfer agent for such shares; (ix) share transfer taxes, if any; (x) the fees and expenses of the Company’s accountants, legal counsel, roadshow public relations firm and background check on other agents and representatives; (xi) all expenses, including without limitation, travel and lodging expenses for all road show meetings and preparation of a power point presentation; and (xii) the Company’s principals) incurred by the Representative in an aggregate amount not costs associated with “tombstone or Lucite” advertisements up to exceed a maximum of $250,000 (inclusive of the Advance)250,000, provided that any expense over $5,000 10,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, in total up to $250,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 50,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to one hundred thousand dollars ($100,000). Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Any advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement expires or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 100,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any Agreement Among Underwriters, any Selected Dealer Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The . (b) Upon the termination of this Agreement, the Company has advanced $80,000 shall reimburse the Representative for the full amount of its actual accountable expenses incurred up to and including the date of termination, and, incompliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the Representative to cover its out-of-pocket expenses (compensation commensurate with that set forth under Sections 2(f), 2(g), 4 and 7 if the “Advance”). The Advance will be returned Company completes an offering with a party introduced to the Company by the Representative regarding an offering prior to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventtermination (collectively, the out-of-pocket accountable expenses payable to “Identified Party”) during the Representative should exceed $250,000three (3) month period following the termination of this Agreement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company28,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, provided that the fees and expenses of the clearing firm shall not exceed $12,900, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to $209,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident relating to the issuance and delivery registration of the Offered Securities with the Commission; (including all printing and engraving costs, if any), (iiiii) all fees and expenses relating to the listing of the clearing firmCommon Stock on a national estrange, registrar and transfer agent of the Offered Securities, if applicable; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as Representative may reasonably designate; (v) the costs of all mailing and printing of the Offering documents; (vi) transfer and/or stamp taxes, if any, payable upon the transfer of Offered Securities from the Company to Representative; (vii) the fees and expenses of the Company’s accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all reasonable and documented fees and expenses for conducting a net road show presentation; (x) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $2,500; (xi) background checks, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, in an amount not to exceed $15,000; and (xii) the fees for Representative’s legal counsel, in an amount not to exceed $100,000. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). The Company has also agreed to reimburse the Representative for the expense of background checks, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, in an amount not to exceed $15,000. In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable.

Payment of Fees and Expenses. Whether or not Billings and payments in respect of the transactions contemplated in this Agreement are consummated or this Agreement Services shall be made as follows: (a) Where the Term of Engagement is terminatedless than two months, the Company agrees fees, per diem allowance and reimbursable expenses owing to the Consultant, shall be payable upon satisfactory completion of the Term of Engagement or termination of the Contract whichever is earlier after deduction of any advance payments made to the Consultant. (b) When the Term of Engagement is two months or more, the Consultant shall be paid in such periodic instalments as specified in the Contract. (c) If stated in Appendix I, the Client shall make an advance payment (the "Advance") as an interest-free loan for mobilisation. Any Advance will only be paid to the Consultant after provision by the Consultant to the Client of an acceptable bank guarantee in an amount equal to, and in the currency of, the Advance, valid until the Advance has been completely offset as provided in Appendix I. The advance payment guarantee shall be issued by a reputable bank or financial institution selected by the Consultant and shall be in the form in Schedule C or in another form approved by the Client. Within thirty (30) days of receiving a correctly presented invoice from the Consultant for the advance payment (if any) the Client shall pay all costsor cause to be paid the advance payment to the Consultant subject to the conditions set out in Appendix I. (d) The Consultant shall submit to the Client an itemised invoice in respect of the relevant period during the Term of Engagement showing the amounts payable under the Contract, fees supported by such receipts, vouchers, invoices, time sheets and expenses incurred other evidence as the Client may reasonably require. The details of the bank account, as set out in connection Appendix I, where payment shall be made must be supplied on each invoice. Invoices shall be submitted and payments made in accordance with Appendix I and with the transactions contemplated herebyPayments provisions specified in Schedule B. (e) If the payment schedule provides for payments against deliverables, including without limitation as soon as practicable and no later than the fifteenth (15th) day after a deliverable has been appropriately approved by the Client, the Consultant shall submit to the Client, an invoice itemised according to Schedule B, expressed in the currencies provided for in Clause 3.02 of the Contract and accompanied by appropriate evidence of the submission and approval of the deliverable, as well as by receipted invoices, vouchers, tickets and other appropriate supporting materials as applicable, of the amounts payable. (f) The Client may withhold or cause to be withheld payment of all or any portion of an invoice that is not satisfactorily supported with such documentation that is reasonably requested provided, however, that if any discrepancy should be found to exist at any time between payment actually made to the Consultant and costs authorised to be incurred by such a Consultant, the Client may add or subtract the difference from any subsequent payment(s). (g) Payments in respect of any costs that would exceed the estimates set forth in Schedule B may be chargeable to the contingency amounts provided for in the respective estimates only if such costs are approved by the Client in writing prior to being incurred, and subject always to the Maximum Contract Amount not being exceeded. (h) Final payment under this Clause 3.06 shall be made only after the final report and a final invoice, identified as such, have been submitted by the Consultant and approved as satisfactory by the Client. (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred Any payment made by the Representative in an aggregate amount Client of (i) amounts not to exceed $250,000 (inclusive of due under the Advance)Contract, provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident any amount in excess of the fees and costs actually incurred, (except as applicable when payments have been agreed to be made as a fixed fee or lump sum against deliverables) will be reimbursed by the Consultant to the issuance and delivery Client within thirty (30) days after receipt by the Consultant of relevant notice. (j) All payments to the Consultant under this Contract shall be made solely to the bank account of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes Consultant specified in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.Appendix I.

Payment of Fees and Expenses. Whether or not the transactions contemplated (a) Except as set forth in this Agreement are consummated or this Agreement is terminatedclause (a), the Company agrees to pay Fund will bear all costsexpenses of the offering of Units, fees and expenses incurred in connection with the transactions contemplated herebyincluding, including without limitation (i) all the fees, disbursements and expenses of counsel to the Fund; (ii) the preparation, filing and printing of any registration statements and/or prospectuses required to be filed by and under the federal and state securities laws (including financial statements and exhibits) as originally filed and each amendment thereto; (iii) the preparation, printing and delivery to the Placement Agent of copies of each preliminary prospectus, the Prospectus, the Statement of Additional Information and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Placement Agent to any Sub-Placement Agent or prospective investor; (iv) the preparation and mailing of annual and interim reports, prospectuses and proxy materials to shareholders; (v) the qualifications of Units for sale under the securities laws of such states or other jurisdictions as shall be selected by the Fund and the Placement Agent and the cost and expenses payable to each such state for continuing qualification therein. (vi) the FINRA filing fees incurred by the Fund in connection with the offering of the Units, (vii) the fees and disbursements of counsel to the Placement Agent in connection with the review by FINRA of the terms of the sale of the Units in an amount of $[ ]; (viii) expenses of preparing, reproducing, mailing and/or delivering offering and sales materials, including annual reports, to purchasers; (ix) the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative Placement Agent or any Sub-Placement Agent in an aggregate amount not to exceed $250,000 (inclusive of marketing the Advance), provided that Units and any expense over $5,000 shall require prior written additional amounts it or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public they may incur or certified public accountants and other advisors, (vi) all costs and expenses may have incurred in connection with the preparation, printing, filing, shipping and distribution marketing of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, Units; and (viix) all filing fees, attorneys’ such other fees and expenses incurred which the Placement Agent and the Fund mutually agree are payable by the CompanyFund. Notwithstanding the foregoing, the Fund shall not bear any expenses pursuant to clauses (vii), (ix) or the Representative(x) above, which exceed, in connection with qualifying or registering the aggregate, (or obtaining exemptions from the qualification or registration of1) all or any part 0.5% of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested aggregate Commitments drawn down by the RepresentativeFund, preparing and printing a “Blue Sky Survey” or memorandum, and minus (2) any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket similar expenses borne by Xxxxxxx Xxxxx Private Markets Fund 2018 LLC (the “AdvanceMaster Fund”). ) and indirectly borne by the Fund through its investment in the Master Fund. (b) The Advance Fund will be returned to the Company bear and, to the extent such out-of-pocket accountable expenses are not actually incurred permitted by applicable law, indemnify and hold harmless the Placement Agent from, any taxes or fees payable in accordance with FINRA Rule 5110(g). In no event, respect of the out-of-pocket accountable expenses payable to execution of this Agreement or the Representative should exceed $250,000transactions contemplated hereunder.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether The Company shall pay or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reimburse all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented fees and out-of-pocket expenses (includingexpenses when due (including travel costs and expenses) of the attorneys, but not limited toaccountants, travelother professionals, due diligence expensesadvisors, reasonable and consultants of the Ad Hoc Groups (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the Petition Date), including the fees and expenses of its legal (a) the following advisors to the First Lien Ad Hoc Group: (i) Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP as counsel; (ii) Xxxxx & Geddes, roadshow as local counsel; and background check on (iii) Evercore Group, L.L.C., as financial advisor; (b) the following advisors to the 1.5 Lien Ad Hoc Group: (i) Xxxxx Day, as counsel; (ii) Young Xxxxxxx Stargatt & Xxxxxx LLP, as local counsel; and (iii) Xxxxxxx Xxxxxxxx Partners, as financial advisor; and (c) the following advisors to the Crossholder Ad Hoc Group (i) Milbank LLP, as counsel (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, as local counsel; and (iii) Xxxxxxxx Xxxxx Capital, Inc., as financial advisor; in each case, including all amounts payable or reimbursable under applicable fee or engagement letters with the Company (which agreements shall not be terminated by the Company before the termination of this Agreement); provided, further, that to the extent that the Company terminates this Agreement under Section 7(b), the Company’s principals) incurred by the Representative in an aggregate amount not reimbursement obligations under this Section 27 shall survive with respect to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses incurred on or prior to the date of termination and such termination shall not automatically terminate any applicable fee or engagement letters. Each of the clearing firmRSA Order, registrar the BCA Approval Order and transfer agent the Debt Backstop Order shall contain language approving the payment of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all such fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, including any back-end, transaction, success or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities similar fees provided for offer and sale under the state securities applicable fee or blue sky laws, and, if requested by engagement letters with the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Company.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to $200,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident relating to the issuance and delivery registration of the Offered Securities with the Commission; (including all printing and engraving costs, if any), (iiiii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on a national estrange, registrar and transfer agent of the Offered Securities, if applicable; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as Representative may reasonably designate; (v) the costs of all mailing and printing of the Offering documents; (vi) transfer and/or stamp taxes, if any, payable upon the transfer of Offered Securities from the Company to Representative; (vii) the fees and expenses of the Company’s accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all reasonable and documented fees and expenses for conducting a net road show presentation; (x) background checks, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, up to a maximum of $15,000; and (xi) the fees for Representative’s legal counsel, in an amount not to exceed $75,000. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow roadshow, cost of book building, prospectus tracking and background check on compliance software for the Company’s principalsoffering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company204,500, (ii) expenses associated with background check on the Company’s senior management and board of directors by a background search firm acceptable to the Representative, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (ivv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (vvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company has advanced shall be responsible for the Representative's external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $80,000 50,000 in the event that there is not a Closing. Additionally, the Company shall pay the Representative a non-accountable expense allowance in the amount equal to 0.5% of the gross proceeds of this Offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation to the Representative to cover its out-of-pocket expenses (the “Advance”Representative). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The As of the date of this Agreement, the Company has made an advanced payment of $80,000 [*] to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventUpon the earlier of the termination of the Engagement Letter or completion of the Offering, the Company agrees to pay promptly in cash any unreimbursed out-of-pocket accountable expenses payable that have accrued as of such date. The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1%) of the actual amounts of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counselcounsels, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 150,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no eventAt the closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1%) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares).

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees has agreed to pay all costsexpenses relating to the Offering, including, without limitation, (a) all filing fees and expenses incurred relating to the registration of the Offered Securities with the Commission; (b) all fees and expenses relating to the listing of the Offered Securities on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “bluesky” securities laws of such states and other jurisdictions as the Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the transactions contemplated herebyCompany’s proposed listing on a national exchange, including without limitation if applicable; (id) all fees, expenses and disbursements relating to the registration, qualification or exemption of the reasonable Offered Securities under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (e) the costs of all mailing and documented out-of-pocket expenses printing of the Offering documents; (includingf) transfer and/or stamp taxes, but not limited toif any, travel, due diligence expenses, reasonable payable up on the transfer of Offered Securities from the Company to the Underwriters; (g) the fees and expenses of its legal counsel, roadshow and background check on the Company’s principalsaccountants; (h) incurred all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative Underwriters’ actual accountable roadshow expenses for the Offering; (j) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $250,000 5,000; and (inclusive l) the fees for the Underwriters’ U.S. legal counsel ($125,000) and the Underwriters’ PRC legal counsel ($100,000), such total legal fees in an aggregate amount not to exceed $225,000. Payment of the Advance), provided that any expense over Underwriters’ PRC legal counsel fee of $5,000 100,000 shall require prior written or email approval specifically occur with a first initial payment of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses $50,000 upon submission of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, required CSRC filing, shipping with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and distribution agreed that the Company shall be responsible for the Underwriters’ total external counsel legal costs detailed in this Section irrespective of whether the Registration Statement (including financial statementsOffering is consummated or not, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, subject to $100,000 if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsthere is no Closing. The Company has advanced $80,000 agreed to conduct, at its own expense, background checks, by a background search firm acceptable to the Representative Underwriters, on the Company's senior management and board of directors. It is acknowledged that as of the date hereof, the Company had paid $115,000 to the Underwriters to cover its out-of-pocket the accountable expenses (set forth herein, including $50,000 to the “Advance”)Underwriters' PRC legal counsel, $15,000 to the Underwriters' US legal counsel, and $50,000 to the Underwriters. The Advance will Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the closing of the Over-Allotment Option, if any, the expenses set forth herein to be returned to paid by the Company to the extent such outUnderwriters. Additionally, on the Closing Date, or the closing of the Over-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventAllotment Option, one percent (1.0%) of the out-of-pocket accountable expenses payable gross proceeds of the Offering shall be provided to the Representative should exceed $250,000Underwriters for non-accountable expenses.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, The Company covenants and agrees with Representative that the Company agrees will pay or cause to pay be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all costsother expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses incurred of any consultants engaged in connection with the transactions contemplated herebyroad show presentations with the prior approval of the Company, including without limitation travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (iix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the reasonable and documented gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket expenses costs and expenses, up to a maximum aggregate amount of two hundred thousand dollars ($200,000), including, but not limited to, travel(i) all reasonable travel and lodging expenses incurred by the underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on our principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses, reasonable fees and expenses of its ; (v) legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 counsel fees; (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iivi) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiivii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (ivviii) all necessary issue, transfer and other stamp taxes in connection with the issuance Offering, and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company and the Representative acknowledge that the Company has advanced $80,000 previously paid an expense advances to the Representative to cover its Underwriters in the amount of $120,000 (the “Advance”) against the Representative’s out-of-pocket expenses (costs and expenses. Any portion of the “Advance”). The Advance will not used shall be returned back to the Company to the extent such not incurred in accordance with FINRA Rule 5110(g)(4)(A). The Representative’s total out-of-pocket accountable expenses are (including legal fees and expenses) in connection with the Offering shall not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000200,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 3,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay reimburse the Representative for all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (expenses, including, but not limited to, travelthe reasonable fees, due diligence expenses, reasonable fees costs and expenses disbursements of its legal counsel, roadshow subject to a maximum reimbursement allowance of $250,000. The Company shall be responsible for and background check on pay all expenses relating to the Company’s principals) incurred by Offering, including, as applicable and without limitation, all filing fees and communication expenses relating to the Representative in an aggregate amount not to exceed $250,000 (inclusive notice filings or registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval Securities to be sold in the Offering with the SEC and the filing of the Company, (ii) offering materials with FINRA; all fees and expenses incident relating to the issuance and delivery listing of the Offered Securities (including on a U.S. stock exchange as the Company and the Representative together determine; all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; all fees, expenses and disbursements relating to the notice, registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate; all fees and expenses associated with the i-Deal system and NetRoadshow; the costs of all mailing and printing of the respective offering documents, registration statement, prospectus and all amendments, supplements and exhibits thereto, and as many copies of such documents as the Representative may reasonably deem necessary; the costs of preparing, printing and engraving costs, if any), (iii) all delivering certificates representing the Offered Securities; fees and expenses of the clearing firm, registrar and transfer agent of for the Offered Securities; stock transfer taxes, (iv) all necessary issueif any, payable upon the transfer and other stamp taxes in connection with of securities from the issuance and sale of Company to the Offered Securities, (v) all Representative; the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by of the Representative and the Company, or ’s legal counsel and other agents and representatives. Upon the Representative’s request, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Company shall provide an advance for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its ’s anticipated out-of-pocket expenses (expenses, which shall be offset against the “Advance”). The Advance will be maximum allowance for the respective Offering or returned to the Company to the extent such out-of-pocket accountable advance exceeds actual expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventFor the sake of clarity, it is understood and agreed that the out-of-pocket Company shall be responsible for the Representative’s legal fees and expenses detailed in this section irrespective of whether the Offering is consummated or not and the Company shall be responsible for the reimbursement of the Representative’s accountable expenses payable to irrespective of whether the Offering is consummated or not. The Company will reimburse the Representative should exceed $250,000directly out of the proceeds from the closing of this Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costsexpenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the securities of the Company with the SEC; (b) all fees and expenses incurred in connection relating to the listing of the common stock on [Nasdaq Capital Market]; (c) all fees associated with the transactions contemplated herebyreview of the offering by FINRA; (d) the registration, including without limitation qualification or exemption of shares offered under “blue sky” securities laws or the securities laws of other jurisdictions designated by the Representative; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities of the Company under the securities laws of such foreign jurisdictions; (f) the costs of mailing and printing the offering materials; (g) the costs of preparing, printing and delivering certificates representing the shares offered in the offering; (h) fees and expenses of the transfer agent for such shares; (i) all stock transfer and/or stamp taxes, if any, payable upon our transfer of the securities to the Representative; (j) the fees and expenses of our accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the fees and expenses of the Representative’s legal counsel. The Company will pay the reasonable and documented out-of-pocket expenses of the Representative actually incurred (including, but not limited to, travel, due diligence expenses, to reasonable and documented fees and expenses of due diligence and its legal counsel; all fees, roadshow expenses and disbursements relating to background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses checks of the Company’s counsel, independent public or certified public accountants officers and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus directors and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viireasonable cost for roadshow meetings) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsup to $200,000. The Company has advanced $80,000 agreed to the Representative pay expense advance to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent applied against such out-of-pocket accountable expenses are in the amount of $100,000, according to the following schedule: (a) $50,000 upon signing of an exclusive engagement agreement with the Representative dated as of March 23, 2023 and (b) $50,000 upon the receipt of the “No Objection Letter” for this offering from FINRA. $[0] of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not actually incurred offset by actual expenses in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Offered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no eventWe have also agreed to pay the reasonable and documented Representative’s accountable expenses in total up to one hundred and ninety thousand nine hundred dollars ($190,900) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering up to one hundred and forty thousand dollars ($140,000); (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter's US & local counsel shall reasonably request, and (F) clearing expenses. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses payable to the Representative should exceed $250,000expenses.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriter, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Underwriter a warrant, substantially in form of Exhibit A hereto, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to Boustead for the account of the Underwriter and split among the Underwriter and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriter (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on travel expenses of the Company’s principalsUnderwriter to attend any due diligence or road show meetings) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriter, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriter, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriter of such qualifications, registrations and exemptions. The Company has advanced $80,000 55,000 to the Representative Underwriter to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event. (c) Upon the Closing Date, the out-of-pocket accountable expenses payable Company hereby agrees to pay the Representative should exceed Underwriter an advisory fee of $250,00045,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 170,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, Company or the RepresentativeRepresentative , in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000170,000,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000Underwriters or their respective designees a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriters, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Underwriters a warrant, substantially in form of Exhibit A hereto, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to Boustead for the account of the Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on travel expenses of the Company’s principalsUnderwriters to attend any due diligence or road show meetings) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 55,000 to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event. (c) Upon the Closing Date, the out-of-pocket accountable expenses payable Company hereby agrees to pay the Representative should exceed Underwriters an advisory fee of $250,00045,000.

Payment of Fees and Expenses. (a) Upon the Closing of the Offering and the listing of the Company’s Common Stock on the Nasdaq Capital Market, the Company shall (x) pay the Representative, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Representative a warrant, substantially in form of Exhibit A hereto, equal to three percent (3%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The Warrant shall be shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement and expiring on the five-year anniversary of the effective date of the Registration Statement, at an initial exercise price of $10.00 per share, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of the Shares. The Representative shall have piggyback registration rights for the Warrant for a period of seven years from the effective date of the Registration Statement. The foregoing cash success fee and Warrant shall be paid to MBS for the account of the several Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive travel expenses of the AdvanceUnderwriters to attend any due diligence or road show meetings), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 , (viii) the filing fees incident to the Representative FINRA’s review and approval of the Underwriters’ participation in the offering and placement of the Shares and legal fees and expenses of counsel for the Underwriters and the Underwriters related thereto, (ix) all other reasonable fees, costs and expenses referred to cover its out-of-pocket in Item 13 of Part II of the Registration Statement; provided, that, the aggregate amount of expenses (the “Advance”). The Advance will be returned to payable by the Company pursuant to the extent such out-of-pocket accountable expenses are not actually incurred clauses (i) and (viii) (exclusive of FINRA filing fees) shall in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should event exceed $250,000100,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of 1% of the gross proceeds from the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also pay the Representative’s accountable expenses in total up to one hundred and ninety thousand dollars ($190,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced one hundred thousand dollars ($80,000 100,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay be paid, and bear or cause to be borne, all costscosts and expenses incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including: (i) the fees and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters and related documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Shares and the Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters' counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions to the transactions contemplated herebyextent provided herein) incident to the authentication, issuance, sale and delivery of the Offered Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Offered Shares for sale under the securities or the Blue Sky laws of those states or foreign jurisdictions in which the Offered Shares are to be offered or sold, including without limitation the reasonable fees and expenses of Underwriter's counsel and such local counsel as may have been reasonably required and retained for such purposes, not exceeding $5,000; (iv) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Underwriters' counsel, not exceeding $5,000; (vi) the filing fees of the SEC; (v) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vi) the Company's travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses associated with settlement in same day funds (other than interest or cost of funds expenses), if desired by the Company; (ix) any fees or costs payable to the Nasdaq National Market as a result of the offering; (x) the cost of printing certificates for the Offered Shares; (xi) the costs and charges of any transfer agent; (xii) all taxes, if any, on the issuance, delivery and transfer of the reasonable Offered Shares sold by the Company; and documented (xiii) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Shareholders' obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that except as specifically set forth in Section 8(b) hereof, the Underwriters shall be responsible for their out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of its legal their counsel, roadshow except with respect to Blue Sky and background check the NASD matters to the extent the Company has agreed to pay up to $5,000 of each of such expenses as provided above. (b) If the sale of the Firm Shares is completed, in order to reimburse the Janney Montgomery Scott LLC and Pacific Growth Equities, Inc. for costx xxx exxxxxxx xxxxxxxxed with the offering of the Offered Shares, on the Company’s principalsClosing Date, the Company will pay a non-accountable expense allowance of (i) incurred by the Representative in an aggregate amount not $125,000 to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, Janney Montgomery Scott LLC and (ii) all expenses incident $75,000 to the issuance and delivery of the Offered Securities (including all printing and engraving costsPacific Growth Equitiex, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Xxx.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance)200,000, provided that any individual expense over $5,000 shall require the prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities and the Underwriter’s Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities and the Underwriter’s Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities and the Underwriter’s Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities and the Underwriter’s Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The In addition, the Company has advanced $80,000 shall pay to the Representative to cover its outa non-of-pocket expenses accountable expense allowance of one percent (1%) of the “Advance”). The Advance will be returned to gross proceeds of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costsexpenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses incurred in connection with relating to the transactions contemplated herebylisting of such Offered Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation limitation, all filing and registration fees); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Offered Securities; (h) fees and expenses of the transfer agent for the shares of Common Stock; (i) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the reasonable Company’s accountants; (k) the fees and documented expenses of the Issuer’s Counsel and other agents and representatives; (l) the Company’s actual “road show” expenses for the Offering; and (m) all out-of-pocket accountable expenses of the Underwriters (including, but not limited to, travelall fees, due diligence expenses, reasonable fees expenses and expenses of its legal counsel, roadshow and disbursements relating to background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses checks of the Company’s counselofficers and directors, independent public or certified public accountants fees and other advisorsdisbursements of the Underwriters’ legal counsel and the Underwriters’ reasonable travel, (vidatabase, printing, postage, facsimile and telephone expenses) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and Offering payable to the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by Company on the CompanyClosing Date, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, andeach Option Closing Date, if requested by the Representativeany, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of all such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket fees, expenses and disbursements in connection with the forgoing clause (m) incurred by Underwriters as a result of providing services related to the “Advance”). The Advance will Offering to be returned to paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 ($80,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent such the representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 180,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company also agrees pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, Middlesex will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the Company agrees to pay all costsperformance of the obligations of Middlesex under this Agreement, including: (i) the fees and expenses of the accountants and counsel for Middlesex incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters’ Questionnaire, the power of attorney executed by each of the Underwriters, the Selected Dealer Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the transactions contemplated herebyauthentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including without limitation the reasonable fees and expenses of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for such purpose, which shall not exceed $15,000; (iv) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the reasonable Underwriters’ counsel, subject to the limitation on fees set forth in clause (iv) above; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and documented out-of-pocket Prospectuses as herein provided; (viii) Middlesex’s travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence if desired by Middlesex; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of preparing, issuing and delivery to the Underwriters of any certificates evidencing the Shares; (xii) the costs and charges of any transfer agent; (xiii) the reasonable costs of advertising the offering provided the same are approved in advance by Middlesex; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Middlesex; and (xv) all other costs and expenses reasonably incident to the performance of Middlesex’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, the Underwriters shall be responsible for their out-of-pocket expenses, reasonable including those associated with meetings with the brokerage community and institutional investors, other than Middlesex’s travel expenses, and the fees and expenses of its legal counseltheir counsel for other than with respect to Blue Sky and NASD matters. (b) If (i) the Underwriters are willing to proceed with the offering, roadshow and background check on the Company’s principals) incurred transactions contemplated by the Representative in an aggregate amount this Agreement are not consummated because Middlesex elects not to exceed $250,000 (inclusive of proceed with the Advance), provided that offering for any expense over $5,000 shall require prior written reason or email approval of the Company, (ii) all expenses incident the Representatives terminate this Agreement pursuant to Section 10(b)(i) hereof, then Middlesex will reimburse the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses Underwriters for their incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its reasonable out-of-pocket expenses relating to the Offering (including, but not limited to the “Advance”reasonable fees and disbursements to its counsel), which reimbursement shall not exceed $150,000. The Advance will be returned to the Company to the extent such out-of-pocket accountable Representatives shall present a reasonable accounting of all expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the CompanyRepresentatives, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions. The Company has advanced $80,000 25,000 to the Representative Newbridge Securities Corporation and $25,000 to US Tiger Securities, Inc. to cover its their out-of-pocket expenses (expenses. We have agreed to pay the “Advance”)Representatives an aggregate expense reimbursement up to $100,000. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, . (b) We have also agreed to pay the outRepresentatives a non-of-pocket accountable expenses payable expense allowance equal to one (1%) percent of the Representative should exceed $250,000gross offering proceeds received by the Company.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated and regardless of the reason this Agreement is terminated, CWCO will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the performance of the obligations of CWCO under this Agreement, including: (i) the fees and expenses of the accountants and counsel for CWCO incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters’ Questionnaire, the power of attorney executed by each of the Underwriters and the Selected Dealer Agreement and related documents; (iii) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Underwriters’ counsel, provided that the aggregate fees and expenses for Underwriters’ counsel under this clause (iii) shall not exceed $15,000 if the transactions contemplated by this Agreement are consummated or this Agreement is terminatedshall not exceed $50,000 under the conditions specified in Section 9 of the Letter Agreement; (iv) the filing fees of the SEC; (v) the cost of furnishing to the Underwriters copies of the Registration Statement, the Company agrees to pay all costsDisclosure Package, fees any Preliminary Prospectuses and Prospectuses as herein provided; (vi) CWCO’s travel expenses incurred in connection with meetings with the transactions contemplated hereby, including without limitation brokerage community and institutional investors; (ivii) all of the reasonable costs and documented out-of-pocket expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence expenses, reasonable if desired by CWCO; (viii) any fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not or costs payable to exceed $250,000 (inclusive The Nasdaq Global Select Market as a result of the Advance)offering; (ix) the cost of preparing, provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident issuing and delivery to the issuance and delivery Underwriters of any certificates evidencing the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.Shares;

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, The Company covenants and agrees with Representative that the Company agrees will pay or cause to pay be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all costsother expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses incurred of any consultants engaged in connection with the transactions contemplated herebyroad show presentations with the prior approval of the Company, including without limitation travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (iix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the reasonable and documented gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket expenses (accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the underwriter and its counsel in connection with visits to, traveland examinations of, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and the Company; (ii) background check on the Company’s principalsprincipal shareholders, directors and officers; (iii) incurred by the Representative in an aggregate amount not to exceed $250,000 reasonable cost for road show meetings; (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, iv) all due diligence expenses; (iiv) legal counsel fees; (vi) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), ; (iiivii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, ; (ivviii) all necessary issue, transfer and other stamp taxes in connection with the issuance Offering; and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced paid an advance of $80,000 50,000 to the Representative to cover for its anticipated out-of-pocket expenses (the “Advance”). The Advance expenses; any advance will be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 300,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 95,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of point five percent (0.5%) of the gross proceeds of the Offering relating to the Offered Securities.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay be paid, and bear or cause to be borne, all costsnecessary costs and expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement, any Agreement Among Underwriters, the Indenture and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel (except any required fees incurred in connection with Blue Sky and FINRA filings or exemptions as provided herein)) incident to the execution, authentication, issuance, sale and delivery of the Notes to the Underwriters; (iv) any required fees, expenses and all other costs of qualifying the Notes for sale under the securities or Blue Sky laws of any jurisdiction in which the Notes are to be offered or sold, including the reasonable fees and expenses of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for such purpose; (v) any required fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (including the reasonable fees and expenses of the Underwriters’ counsel); (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) if applicable, the Company’s travel expenses in connection with any roadshow; (ix) the cost of preparing, issuing and delivery to the Underwriters through the facilities of DTC certificates evidencing the Notes; (x) the fees and expenses of the Trustee, including the fees and disbursements of its counsel; (xi) the reasonable costs of advertising the offering; (xii) all taxes, if any, on the issuance, delivery and transfer of the Notes sold by the Company; (xiii) all fees payable in connection with the rating of the Notes; and (xiv) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that the Underwriters shall be responsible for their out-of-pocket expenses, including those associated with any roadshow, other than the Company’s travel expenses, and the fees and expenses of their counsel, other than with respect to any applicable Blue Sky and FINRA matters. (b) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated herebyby this Agreement are not consummated because the Company elects not to proceed with the offering for any reason or (ii) the Representative terminates this Agreement pursuant to Section 10(b)(i) hereof, including without limitation (i) all of then the reasonable and documented Company will reimburse the Underwriters for their out-of-pocket expenses relating to the offering (including, including but not limited to, travel, due diligence expenses, reasonable to fees and expenses of its legal disbursements to their counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable Representative shall present a reasonable accounting of all expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the securities in the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses in total up to $180,000 including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering up to a maximum of $150,000; (B) all third party due diligence except the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; and (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request. In no eventaddition to the foregoing, the out-of-pocket accountable expenses payable Company agrees to the Representative should pay reasonable costs of background checks in an amount not to exceed $250,00030,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, Spectrum Control will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the Company agrees to pay all costsperformance of the obligations of Spectrum Control and the Selling Shareholders under this Agreement, including: (i) the fees and expenses of the accountants and counsel for Spectrum Control incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post- effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, and related documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares and the Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters' counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the transactions contemplated herebyauthentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including without limitation the reasonable fees and expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose, except such fees shall not exceed $15,000; (iv) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the reasonable Underwriters' counsel, subject to the limitation on fees set forth in clause (iv) above; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and documented out-of-pocket Prospectuses as herein provided; (viii) Spectrum Control's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence expensesif desired by Spectrum Control; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the costs and charges of any transfer agent; (xiii) the reasonable costs of advertising the offering, reasonable fees including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Spectrum Control; and (xv) all other costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses reasonably incident to the issuance and delivery performance of Spectrum Control's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that except as specifically set forth in Section 6(c) hereof, the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Underwriters shall be responsible for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its their out-of-pocket expenses, including those associated with meetings with the brokerage community and institutional investors, other than Spectrum Control's travel expenses, and the fees and expenses of their counsel for other than with respect to Blue Sky and NASD matters within the fee limitations set forth above. (the “Advance”). The Advance will be returned to the Company to the extent such b) Spectrum Control shall pay as due any state or foreign registration, qualification and filing fees and any accountable out-of-pocket accountable expenses disbursements in connection with such registration, qualification or filing in the states and foreign jurisdictions in which the Representatives determine to offer or sell Shares. (c) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not actually incurred in accordance consummated because Spectrum Control elects not to proceed with FINRA Rule 5110(gthe offering for any reason or (ii) the Representatives terminate this Agreement pursuant to Section 12(b)(i). In no event, (iv) or (vii) hereof, then Spectrum Control will reimburse the Representatives for their out-of-pocket accountable expenses payable expenses, including, without limitation, fees and disbursements of counsel for the Underwriters, incurred in connection with investigating, marketing and proposing to market the Representative should Shares or in contemplation of performing their obligations hereunder not to exceed $250,000; provided, however, that the Underwriters shall reimburse Spectrum Control any portion of such amount which cannot be accounted for by the Underwriters.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (ia) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval Ordinary Shares to be sold in this Offering with the SEC and the filing of the Company, offering materials with FINRA; (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiib) all fees and expenses relating to the listing of the clearing firm, registrar and transfer agent of Ordinary Shares on the Offered Securities, Nasdaq Capital Market; (ivc) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s “blue sky” counsel) unless such filings are not required in connection with the issuance Company’s listing on a national exchange; (d) all fees, expenses and sale disbursements relating to the registration, qualification or exemption of the Offered SecuritiesOrdinary Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all preparation, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparationmailing, printing, filing, shipping and distribution of the offering documents, including but not limited to the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement; (f) transfer and/or stamp taxes, and if any, payable upon the transfer of the Ordinary Shares from the Company to the Underwriters; (viig) all filing fees, attorneys’ the fees and expenses incurred of the Company’s accountants; (h) up to $20,000 of the Underwriters’ actual accountable roadshow expenses and due diligence expenses for the offering; (i) the $29,500 cost associated with the Underwriters’ use of Ipreo Inc.’s book building, prospectus tracking and compliance software for the offering; (j) the costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (k) the fees for the Representative’s counsel, in an amount not to exceed a limit of $150,000 (if the offering is consummated); (l) all fees, expenses, and disbursements relating to background checks of the Company’s directors and officers in an amount not to exceed $10,000 in the aggregate; and (m) the Underwriters’ reasonable travel and lodging expenses, associated with road show trips and presentations. The maximum amount of expenses to be paid and/or reimbursed by the CompanyCompany to the Underwriters pursuant to clauses (h) through (m) of this Section 4 shall not exceed $250,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $50,000 in the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part event that there is not a Closing. Any unused portion of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested advances paid by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative Underwriters prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof, including an expense advance to the Underwriters of $50,000, shall be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, on the Closing Date and the Option Closing Date, if any, the outCompany shall pay the Underwriters a non-of-pocket accountable expenses payable expense allowance in the amount equal to 0.5% of the Representative should exceed $250,000gross proceeds of this Offering.

Payment of Fees and Expenses. The Company will pay the Underwriter a non-accountable expense allowance of 1.0% of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriter, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriter of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Underwriter’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to three hundred thousand dollars ($300,000) including but not limited to, (A) fees of legal counsel incurred by the Underwriter in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the Underwriter including Underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced one hundred thousand dollars ($80,000 100,000) to the Representative Underwriter to partially cover its out-of-pocket expenses (accountable expenses. Any expense over $5,000 shall require prior written or email approval of the “Advance”)Company. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to $187,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval of ADSs with the Company, Commission; (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on a national exchange, registrar and transfer agent of the Offered Securities, if applicable; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (v) the costs of all mailing and printing of the Offering documents; (vi) transfer and/or stamp taxes, if any, payable upon the transfer of the from the Company to Representative; (vii) the fees and expenses of the Company’s accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all fees, expenses and disbursements, to background checks of the Company’s officers and directors by a background search firm acceptable to the Representative, up to $10,000; (x) up to $10,000 of Representative’s actual accountable road show expenses for the Offering; (xi) the $29,500 cost associated with Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (xii) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (xiii) the fees for Representative’s legal counsel, in an amount not to exceed $135,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $50,000 in total expenses in the event that there is not a Closing. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000.at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, up to a maximum aggregate amount of $200,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses and necessary travel expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 70,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance (as defined below)), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. Notwithstanding anything contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Underwriters, including those set forth under items (i), shall not exceed $250,000 in the aggregate (inclusive of the Advance (as defined below)). The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on the Closing Date, to the extent not paid at the Closing Date, all costs, fees and expenses incurred in connection with relating to the transactions contemplated herebyOffering, including without limitation but not limited to (i) all filing fees and communication expenses relating to the registration of the reasonable Ordinary Shares to be sold in this Offering with the Commission and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees the filing and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive review of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, offering materials with FINRA; (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on Nasdaq; (iii) all reasonable fees, registrar expenses and transfer agent disbursements relating to background checks of the Offered Securities, officers and directors; (iv) all necessary issuereasonable legal fees, transfer costs and other stamp taxes expenses incurred by the Representative, including all reasonable travel and lodging expenses incurred by the Representative or the Representative’s Counsel in connection with visits to, and examinations of, the issuance and sale of the Offered Securities, Company; (v) translation costs for due diligence purposes; (vi) all fees, expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of Representative’s Counsel); (vii) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares and the fees and expenses of the transfer agent for such shares; (ix) share transfer taxes, if any; (x) the fees and expenses of the Company’s accountants, legal counsel, independent public or certified public accountants relations firm and other advisors, agents and representatives; (vixi) all costs expenses, including without limitation, travel and lodging expenses incurred in connection with the preparation, printing, filing, shipping for all road show meetings and distribution preparation of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, a power point presentation; and (viixii) all filing fees, attorneys’ fees and expenses incurred by the Company, costs associated with “tombstone or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part Lucite” advertisements up to a maximum of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions$250,000. The Company has advanced $80,000 [__] to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay be paid, and bear or cause to be borne, all costscosts and expenses incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including: (i) the fees and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters and related documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Shares and the Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters' counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the transactions contemplated herebyauthentication, issuance, sale and delivery of the Offered Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Offered Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Offered Shares are to be offered or sold, including without limitation the reasonable fees and expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose; (iv) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the reasonable Underwriters' counsel; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and documented out-of-pocket Prospectuses as herein provided; (viii) the Company's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence if desired by the Company; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of printing certificates for the Offered Shares; (xii) the costs and charges of any transfer agent; (xiii) all taxes, if any, on the issuance, delivery and transfer of the Offered Shares sold by the Company; and (xiv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Shareholders' obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that except as specifically set forth in Section 8(c) hereof, the Underwriters shall be responsible for their out-of-pocket expenses, including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of their counsel for other than with respect to Blue Sky and NASD matters. (b) The Company shall pay as due any state or foreign registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such registration, qualification or filing in the states and foreign jurisdictions in which the Representatives determine to offer or sell the Offered Shares. (c) In order to reimburse Xxxxxx Xxxxxxxxxx Xxxxx LLC and Pacific Growth Equities, Inc. for costs and expenses associated with the offering of the Offered Shares, on the Closing Date, the Company will pay a non-accountable expense allowance of (i) $125,000 to Xxxxxx Xxxxxxxxxx Xxxxx LLC and (ii) $75,000 to Pacific Growth Equities, Inc.; provided, however, that if the sale of the Firm Shares is not completed pursuant to this Agreement, the Xxxxxx Xxxxxxxxxx Xxxxx LLC and Pacific Growth Equities, Inc. shall be entitled to reimbursement only for their actual out-of-pocket expenses, including, without limitation, the reasonable fees and expenses of its legal Underwriters' counsel, roadshow . (d) If (i) the Underwriters are willing to proceed with the sale of the Offered Shares and background check on such sale is not consummated because the Company’s principals) incurred by the Representative in an aggregate amount Company elects not to exceed $250,000 (inclusive of the Advance), provided that proceed therewith for any expense over $5,000 shall require prior written reason or email approval of the Company, (ii) all expenses incident the Representatives terminate this Agreement pursuant to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anySection 12(b)(i), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing feeshereof, attorneys’ fees and expenses incurred by then the Company, or Company will reimburse the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Representatives for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its their out-of-pocket expenses (expenses, including, without limitation, fees and disbursements of counsel for the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually Underwriters, incurred in accordance connection with FINRA Rule 5110(g). In no eventinvestigating, marketing and proposing to market the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offered Shares or in contemplation of performing their obligations hereunder.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (ia) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval Ordinary Shares to be sold in this Offering with the SEC and the filing of the Company, offering materials with the Financial Industry Regulatory Authority (ii) all expenses incident to the issuance and delivery of the Offered Securities “FINRA”); (including all printing and engraving costs, if any), (iiib) all fees and expenses relating to the listing of the clearing firm, registrar and transfer agent of Ordinary Shares on the Offered Securities, Nasdaq Capital Market; (ivc) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s “blue sky” counsel) unless such filings are not required in connection with the issuance Company’s listing on a national exchange; (d) all fees, expenses and sale disbursements relating to the registration, qualification or exemption of the Offered SecuritiesOrdinary Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all preparation, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparationmailing, printing, filing, shipping and distribution of the offering documents, including but not limited to the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement; (f) transfer and/or stamp taxes, and if any, payable upon the transfer of the Ordinary Shares from the Company to the Underwriters; (viig) all filing fees, attorneys’ the fees and expenses of the Company’s accountants; (h) up to $20,000 of the Underwriters’ actual accountable roadshow expenses and due diligence expenses for the offering; (i) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (j) the costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (k) the fees for the Underwriters’ legal counsel, in an amount not to exceed a limit of $175,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $50,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative Underwriters prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof, including an expense advance to X. Xxxxx Capital of $50,000, shall be returned to the Company to the extent such the Representative’s out-of-of- pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, on the Closing Date and the Option Closing Date, if any, the outCompany shall pay the Underwriters a non-of-pocket accountable expenses payable expense allowance in the amount equal to 1.0% of the Representative should exceed $250,000gross proceeds of this Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 130,000 (inclusive of the Advance, as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The As of the date of this Agreement, the Company has made an advanced payment of $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventUpon the earlier of the termination of the Engagement Letter or completion of the Offering, the Company agrees to pay promptly in cash any unreimbursed out-of-pocket accountable expenses payable that have accrued as of such date. The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costs, fees and expenses incurred in connection with relating to the transactions contemplated herebyOffering, including without limitation but not limited to (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and communication expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident relating to the issuance and delivery registration of the Offered Securities and the Underwriters’ Securities with the Commission and the filing and review of the offering materials with FINRA; (including all printing and engraving costs, if any), (iiiii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on Nasdaq; (iii) all reasonable fees, registrar expenses and transfer agent disbursements relating to background checks of the Offered Securities, Company’s directors and officers ; (iv) all necessary issue, transfer reasonable and other stamp taxes in connection with the issuance documented fees and sale disbursements of the Offered Securities, Representative’s Counsel; (v) the costs for due diligence meetings; (vi) all fees, expenses and disbursements relating to the registration or qualification of such securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all fees, expenses and disbursements of Representative’s Counsel relating to the registration, qualification, or exemption of the securities under the securities laws of such jurisdictions); (vii) the costs of preparing, printing, mailing, and delivering of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably require; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares to the extent required by the Representative, and the Representative’s Warrants, and the fees and expenses of the transfer agent for such securities; (ix) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (x) the fees and expenses of the Company’s accountants, legal counsel, independent public or certified public accountants relations firm, clearing firm and registrar and other advisors, agents and representatives; (vixi) all costs reasonable and documented fees and expenses incurred for conducting a net road show presentation; and (xii) the costs for preparation of bound volumes and mementos in connection with such quantities as the preparation, printing, filing, shipping and distribution Representative may reasonably request; provided that the actual accountable expenses of the Registration Statement Representative shall not exceed $250,000, including but not limited to (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viii) all filing fees, attorneys’ fees reasonable travel and lodging expenses incurred by the Company, or Representative and the Representative, ’s Counsel in connection with qualifying or registering visits to, and examinations of, the Company; (or obtaining exemptions from ii) background check on the qualification or registration ofCompany’s principal shareholders, directors and officers; (iii) the reasonable cost for roadshow meetings; (iv) all or any part of the Offered Securities for offer due diligence expenses; and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions(v) legal counsel fees. The Company has advanced $80,000 [●] to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable The Company shall also pay to the Representative should exceed $250,000by deduction from the net proceeds of the Offering, a non-accountable expense allowance, as set forth in Section 3(h), equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Company Shares.

Payment of Fees and Expenses. Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees to pay (or to reimburse if paid by the Underwriters) all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Disclosure Package and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (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 to the Underwriters, (iii) the preparation of this Agreement, any agreement among Underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state or foreign laws (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for listing on the NASDAQ Stock Market, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares 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 incurred of any consultants engaged in connection with the transactions contemplated herebyroad show presentations, including without limitation (i) all travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) Xxxxxx’x reasonable and documented out-of-pocket non-accountable expenses (includingincurred by Xxxxxx, but not limited to, travel, due diligence expenses, reasonable including without limitation fees and expenses disbursements of its legal Underwriters’ counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 60,000, and (inclusive of x) the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses performance of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000obligations hereunder.

Payment of Fees and Expenses. Whether The Companies shall pay third party service providers directly, or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedshall reimburse Lender upon demand for, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counselevery type and nature in connection with: (i) the preparation, roadshow negotiation, execution and background check on delivery of this Agreement and the Company’s principals) incurred by Related Agreements, and any amendment, waiver, supplement, consent or release relating hereto or thereto and the Representative in an aggregate amount not documents and instruments referred to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Companyherein and therein, (ii) all expenses incident exercising any rights of any kind under or relating to the issuance rights and delivery benefits granted in this Agreement or any Related Agreement, including without limitation the taking of any action to protect, collect or enforce the Offered Securities Consolidated Note or Lender's rights with respect to this Agreement, or the Collateral, whether or not such costs or expenses are incurred in connection with a lawsuit, arbitration or other proceeding (including all printing a bankruptcy or other insolvency proceeding and engraving costsin any appellate proceedings), provided, however that Lender shall be entitled to such reimbursement in connection with any lawsuit, arbitration or other proceeding only if any)Lender substantially prevails on its claims, (iii) all fees and expenses in connection with any refinancing or restructuring of the clearing firm, registrar and transfer agent Consolidated Note in the nature of the Offered Securitiesa "work out" or in any insolvency or bankruptcy proceeding, (iv) all necessary issue, transfer and other stamp taxes in connection with monitoring or administering Lender's investment in Obligors or otherwise evaluating, observing or assessing Obligors or their affairs, including any audits, inspections or appraisals, provided, however, that Obligors shall be responsible for not more than $50,000 per fiscal year of expenses pursuant to this CLAUSE (IV), except in the issuance and sale of the Offered Securitiesevent that any Obligor is involved in a bankruptcy or other insolvency proceeding, in which case such $50,000 limit will not apply, (v) all fees and expenses of the Company’s counselverifying or perfecting any security interest granted to Lender, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred any effort by Lender to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with the preparationa case under any Federal, printingstate or foreign bankruptcy or other similar insolvency law and including, filing, shipping and distribution in each of the Registration Statement (including financial statementsforegoing cases, exhibits, schedules, consents the attorneys' and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus other professional and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ service providers' fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions costs arising from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000services.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company161,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (ia) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident relating to the issuance and delivery registration of the Offered Securities with the Commission; (including all printing and engraving costs, if any), (iiib) all fees and expenses relating to the listing of the clearing firmCompany’s Offered Securities on a national exchange, registrar if applicable; (c) all fees, expenses and transfer agent disbursements relating to the registration or qualification of the Offered Securities, (iv) all necessary issue, transfer Securities under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be the Representatives’ counsel) unless such filings are not required in connection with the issuance Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and sale disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (e) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of the Offered Securities, Securities from the Company to the Representatives; and (vg) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, Accountant; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viih) all filing feesfees and communication expenses associated with the review of the Offering by FINRA; and (i) a maximum of $100,000 for reasonable, attorneys’ necessary and accountable out-of-pocket fees and expenses incurred by including “road show”, diligence, and reasonable legal fees and disbursements for the CompanyRepresentatives’ counsel, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or less any part advances previously paid as of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsdate hereof. The Company has advanced $80,000 50,000 to the Representative Representatives to partially cover its their out-of-pocket accountable expenses. Any advance against out-of-pocket costs and expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees has agreed to pay all costsexpenses relating to the Offering, including, without limitation, (a) all filing fees and expenses incurred relating to the registration of the Offered Securities with the Commission; (b) all fees and expenses relating to the listing of the Offered Securities on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “bluesky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the transactions contemplated herebyCompany’s proposed listing on a national exchange, including without limitation if applicable; (id) all fees, expenses and disbursements relating to the registration, qualification or exemption of the reasonable Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all mailing and documented out-of-pocket expenses printing of the Offering documents; (includingf) transfer and/or stamp taxes, but not limited toif any, travel, due diligence expenses, reasonable payable up on the transfer of Offered Securities from the Company to the Representative; (g) the fees and expenses of its legal counsel, roadshow and background check on the Company’s principalsaccountants; (h) incurred all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative Representative’s actual accountable roadshow expenses for the Offering; (j) the $29,500 cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $250,000 5,000; and (inclusive l) the fees for the Representative’s U.S. legal counsel ($125,000) and the Representative’s PRC legal counsel ($100,000), such total legal fees in an aggregate amount not to exceed $225,000. Payment of the Advance), provided that any expense over Representative’s PRC legal counsel fee of $5,000 100,000 shall require prior written or email approval specifically occur with a first initial payment of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses $50,000 upon submission of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, required CSRC filing, shipping with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and distribution of agreed that the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or Company shall be responsible for the Representative’s total external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, subject to $100,000 if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsthere is no Closing. The Company has advanced $80,000 agreed to conduct, at its own expense, background checks, by a background search firm acceptable to the Representative, on the Company's senior management and board of directors. Additionally, the Company will provide an expense advance to the Representative of $50,000, which is payable upon the commencement of any of the Representative’s services related to cover its the Offering; the advance shall be applied towards out-of-pocket expenses (accountable expense set forth herein and any portion of the “Advance”). The Advance will advance shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)incurred. In no event, The Representative may deduct from the out-of-pocket accountable expenses net proceeds of the Offering payable to the Company on the Closing Date, or the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the underwriters. Additionally, on the Closing Date, or the closing of the Over-Allotment Option, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative should exceed $250,000for non-accountable expenses.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance)75,000, provided that any individual expense over $5,000 shall require the prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus supplement and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The In addition, the Company has advanced $80,000 agrees to pay the Representative to cover its out-of-pocket expenses (a structuring fee of $100,000 upon the “Advance”). The Advance will be returned to closing of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to The Partnership will pay all costs, expenses, fees and expenses incurred taxes in connection with (1) the preparation and filing of the Registration Statement (including fees applicable to the Registration Statement in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery offering of the Offered Securities within the time required by Rule 456(b)(1)(i) under the Act—without reliance on the proviso to Rule 456(b)(1)(i) under the Act—and in compliance with Rule 456(b) and Rule 457(r) under the Act), any preliminary prospectus, the Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Manager and, as applicable, to dealers, investors and prospective investors (including all printing costs of mailing and engraving costs, if anyshipment), (iii2) all fees the registration, issue and expenses of the clearing firm, registrar and transfer agent delivery of the Offered Securities, (iv3) all necessary issuethe qualification of the Offered Securities for offering and sale under the Offered Securities or blue sky laws of such states or other jurisdictions as the Manager designates and the preparation, printing and furnishing to the Manager of memoranda relating thereto (including the fees and disbursements of counsel to the Manager in connection therewith), (4) the listing of the Offered Securities on the NYSE 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 (including the fees and disbursements of counsel to the Manager in connection therewith), (7) the fees and disbursements of any transfer agent or registrar for the Offered Securities, (8) the costs and other stamp taxes expenses of the Partnership relating to presentations or meetings undertaken in connection with the issuance marketing of the offering and sale of the Offered SecuritiesSecurities to prospective investors and the Manager’s sales forces (if any), (v) all including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred any consultants engaged in connection with the preparationroad show presentations, printingtravel, filing, shipping lodging and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and other expenses incurred by the Companyofficers of the Partnership and any such consultants, or and the Representative, cost of any aircraft chartered in connection with qualifying or registering the road show, (or obtaining exemptions from 9) the qualification or registration of) all or any part fees and disbursements of counsel to the Partnership and of the Offered Securities for offer Partnership’s independent registered public accounting firm and sale under (10) the state securities or blue sky laws, and, if requested by performance of the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsPartnership’s other obligations hereunder. The Company has advanced $80,000 to Partnership will also cover the Representative to cover due diligence and other expenses of the Manager and its out-of-pocket expenses (counsel in connection with the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000performance of its duties hereunder.

Payment of Fees and Expenses. Whether (a) The Company shall, whether or not the transactions herein contemplated are consummated, pay (i) the fees and expenses of each of the Lenders' counsel (as evidenced by invoices) in connection with (A) the preparation, review, execution, and, where appropriate, registration, delivery and translation of this Agreement, the Security (and any renewal or extension thereof), each Principal Document and any other documents related to this Agreement, (B) the administration by the Lenders of the Loans and by IFC of the IFC Subscription provided for in this Agreement, (C) the giving of any legal opinion required by the Lenders under this Agreement and/or any Principal Document, (D) any amendment or modification to, preservation of rights under, or waiver in connection with, or waiver under, this Agreement, the Security or any Principal Document, (E) the registration (where appropriate) and the delivery of the evidences of indebtedness and other obligations relating to the Loans, the IFC Subscription and the disbursements thereof, (F) the exercise by either of the Lenders of its rights or powers consequent upon or arising out of the occurrence of any Event of Default or Default, and (G) matters pertaining to the Lenders' rights under any Principal Document; (ii) the fees and expenses of any consultant or advisor to the Lenders or the Trustee, including, without limitation, the Independent Engineer and the Insurance Consultant, provided that all such fees and expenses shall be evidenced by invoices and other supporting documentation; and (iii) any costs or expenses incurred by the Lenders in enforcing any provision of this Agreement or any other Principal Document. (b) The Company shall, whether or not the transactions herein contemplated are consummated, (i) pay and hold each of the Lenders and the Trustee harmless from and against any and all present and future stamp and other similar Taxes with respect to the transactions contemplated hereby and save the Lenders and the Trustee harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes; and (ii) indemnify the Trustee and each of the Lenders and each of their respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all liabilities (including removal and remedial actions), obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including attorneys' and consultants' fees and disbursements) (each a "Loss") incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Trustee or either of the Lenders is a party thereto) related to the entering into and/or performance of this Agreement or any other Principal Document or the use of the proceeds of the Loans or the consummation of any transactions contemplated herein or in any other Principal Document, including, without limitation, the fees and disbursements of counsel selected by such indemnified party incurred in connection with any such investigation, litigation or other proceeding, or in connection with enforcing the provisions of this Section 8.1 (but excluding any such Losses to the extent that a court or arbitral tribunal with jurisdiction over the subject matter of the Loss renders a final determination that such Loss was based solely on the gross negligence or willful misconduct of the Person to be indemnified or of its officers, directors, employees, representatives, attorneys or agents, as the case may be, as determined by a court of competent jurisdiction). (c) Without limitation to the provisions of paragraph (b) above, the Company agrees to defend, protect, indemnify and hold harmless each of the Lenders and the Trustee and each of their respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all Losses imposed on or asserted against any such Persons directly or indirectly based on, or arising or resulting from, (i) the actual or alleged presence of Hazardous Materials on, under or at the Project or the Site, (ii) any environmental claim relating to the Company or the Project or arising out of the use of the Project or the Site, or (iii) the exercise of the Trustee's or the Lenders' rights under any of the provisions of this Agreement or the other Loan Documents, regardless of when any such matters arise, but excluding any matter to the extent that a court or arbitral tribunal with jurisdiction over the subject matter of the Loss renders a final determination that such Loss was based solely on the gross negligence or willful misconduct of the Trustee or either of the Lenders or of their respective officers, directors, employees, representatives, attorneys or agents, as the case may be. (d) All sums paid and costs incurred by either of the Lenders with respect to any matter indemnified hereunder shall bear interest at the default rate applicable to the Loans from the date which is fifteen (15) days after such Lender requests reimbursement thereof from the Company, and all such sums and costs shall be Obligations secured by the Security Documents until so reimbursed. (e) Nothing contained in Sections 8.1(b) or (c) above shall vest in the Company any right or power to control the defense of any Person indemnified by the Company thereunder. The Company also agrees not to assert, on any theory of liability, any claim against any Person indemnified by the Company under Sections 8.1(b) or (c) above for special, indirect, consequential, or punitive damages arising out of or otherwise relating to this Agreement, or to any of the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all actual or proposed use of proceeds of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Loans.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 300,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 70,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred thousand ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty-five thousand ($80,000 25,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against underwriter’s expenses will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all costsexpenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses incurred in connection with relating to the transactions contemplated herebylisting of such Offered Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation limitation, all filing and registration fees); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Offered Securities; (i) all fees and expenses of the reasonable transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and documented expenses of the Company’s accountants; (l) the fees and expenses of the Issuer’s Counsel and other agents and representatives; (m) the Company’s actual “road show” expenses for the Offering; and (n) all out-of-pocket accountable expenses of the Underwriters (including, but not limited to, fees and disbursements of HTFL and the Underwriters’ reasonable travel, due diligence database, printing, postage, facsimile and telephone expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned Offering payable to the Company to on the extent Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable fees, expenses are and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $200,000 ($25,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not actually incurred offset by actual expenses in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000).

Payment of Fees and Expenses. (a) The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. , less any advances previously paid which as of the date hereof. (c) The Company has advanced $80,000 to will also reimburse the Representative to cover its Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket expenses (the “Advance”). The Advance will be returned costs and expenses, in total up to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000, including any advances already received by the Representative, including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third-party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow roadshow, cost of book building, prospectus tracking and background check on compliance software for the Company’s principalsoffering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company200,000, (ii) expenses associated with background check on the Company’s senior management and board of directors by a background search firm acceptable to the Representative, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (ivv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (vvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company has advanced shall be responsible for the Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $80,000 75,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company to the Representative prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof shall be returned to the Company to the extent such the underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, the outCompany shall pay the Representative a non-of-pocket accountable expenses payable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation to the Representative should exceed $250,000Representative).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $200,000, including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 50,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, BCB will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the Company agrees to pay all costsperformance of the obligations of BCB under this Agreement, including: (i) the fees and expenses of the accountants and counsel for BCB incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Selected Dealers Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including the reasonable fees and expenses of Underwriters' counsel, except such fees shall not exceed $5,000; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (viii) BCB's travel expenses in connection with meetings with the transactions contemplated hereby, including without limitation brokerage community and institutional investors; (iix) all of the reasonable costs and documented out-of-pocket expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), if desired by BCB; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the costs and charges of any transfer agent; (xiii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by BCB; and (xiv) all other costs and expenses reasonably incident to the performance of BCB's obligations hereunder that are not otherwise specifically provided for in this Section 6(a). (b) BCB shall pay as due diligence any state or foreign registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such registration, qualification or filing in the states and foreign jurisdictions in which the Underwriters determine to offer or sell the Shares. (c) On the Closing Date, BCB shall pay the Underwriters a non-accountable expense allowance in the amount of $150,000. (d) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not consummated because BCB elects not to proceed with the offering for any reason or (ii) the Underwriters terminate this Agreement pursuant to Section 10(b) hereof, then BCB will reimburse the Underwriters for their reasonable out-of-pocket expenses, reasonable including, without limitation, fees and expenses disbursements of its legal counselcounsel for the Underwriters, roadshow incurred in connection with investigating, marketing and background check on proposing to market the Company’s principals) incurred by the Representative Shares or in contemplation of performing their obligations hereunder, in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,00050,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, The Company covenants and agrees with Representative that the Company agrees will pay or cause to pay all costs, fees and expenses incurred in connection with be paid the transactions contemplated hereby, including without limitation following: (i) all of the reasonable and documented out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees disbursements and expenses of the Company’s counsel, independent public or certified public counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping reproduction and distribution filing of the Registration Statement (including financial statementsStatement, exhibitsany preliminary prospectus, schedules, consents and certificates of experts), each any Issuer Free Writing Prospectus, each preliminary prospectus Prospectus and the Prospectus, Prospectus and all amendments and supplements thereto, thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, any other documents in connection with qualifying or registering the offering, purchase, sale and delivery of the Offered Securities; (or obtaining exemptions from iii) all expenses in connection with the qualification or registration of) all or any part of the Offered Securities for offer offering and sale under the state securities or blue sky laws, andincluding the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing stock certificates, if requested by applicable; (vii) the Representativecost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, preparing including without limitation, expenses associated with the production of road show slides and printing a “Blue Sky Survey” or memorandumgraphics, 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 supplements thereto, advising such consultants if any incurred; and (ix) all other costs and expenses incident to the Representative performance of such qualifications, registrations and exemptionsits obligations hereunder which are not otherwise specifically provided for in this Section. The Company has advanced $80,000 also agrees to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering. The Company will also reimburse the Representative up to cover its a maximum of $200,000 for out-of-pocket expenses accountable expenses, including, but not limited to: (i) background check on the “Advance”)Company’s principal shareholders, directors and officers; (ii) all due diligence expenses; and (iii) legal counsel fees. The Advance Company has paid an advance of $100,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventIt is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, the any due diligence costs and any other accountable out-of-pocket accountable fees and expenses payable in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the Representative should exceed $250,000event that there is not a Closing.