Common use of Payment of Fees and Expenses Clause in Contracts

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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, reasonable and actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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” 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 thereforetherefor, for all reasonable, necessary and accountable out-of-pocket costs and expenses, in total up to two one hundred and ninety thousand dollars ($200,000) including 190,000), including, but not limited to, (A) fees of legal counsel incurred by the underwriters Representative 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 one hundred thousand dollars ($25,000100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

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 reasonable, actual and accountable 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 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(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 (1.0%) 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 hereby agrees to pay reasonableon each of the Closing Date and the Option Closing Date, actual and accountable costsif any, fees and expenses incurred in connection with to the transactions contemplated herebyextent not paid at the Closing Date, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including, but not limited to: (including a) all printing filing fees and engraving costs, if any), communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering with the Commission; (iib) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing 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 clearing firmCompany’s officers and directors; (e) all fees, registrar expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (iiif) all necessary issuefees, 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) fees and expenses of the transfer and other agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivk) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vl) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Issuer’s Counsel and other agents and representatives; (m) the Company, or ’s actual “road show” expenses for the Representative, in connection with qualifying or registering Offering; and (or obtaining exemptions from the qualification or registration ofn) 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 ($25,000) to the Representative to partially cover its 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, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ performance of their obligations hereunder. The advances against underwriter’s Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses will and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be returned to paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 and will be reimbursed to the extent such accountable not offset by actual expenses are not actually incurred in accordance with FINRA Rule 5110(g)(45110(g)).

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 reasonable, actual and accountable 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 $180,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). The Company and the Selling Shareholders also agree to pay to the Representative a 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 (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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities ADSs (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesADSs, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 will also reimburse pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two hundred thousand dollars ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offeringOffering; (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, and (G) necessary travel expenses connection with the Offering. The Company has advanced twenty five thousand ($25,000) to the Representative to To partially cover its the Representative’s out-of-pocket accountable expenses, the Company has advanced to the Representative approximately one hundred thousand dollars ($100,000). The advances against underwriter’s expenses will be returned to the Company to the extent such accountable out-of-pocket expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of allowance, equal to one percent (1.01%) of the gross proceeds received by the Company from the Offering (excluding proceeds from exercise sale of the Over-allotment Option) upon the Closing of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representatives may reasonably request, and agreed upon between the Representatives and the Company, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 advances will be returned to the Company will 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(g). We have also reimburse agreed to pay the Representative’s reasonable and documented Representatives’ accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two one hundred and seventy five thousand dollars ($200,000175,000) 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 US& local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty seventy five thousand dollars ($25,00075,000) to the Representative Representatives to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses , which 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)(45110(g)(4)(A).

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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees BCB will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of BCB under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for BCB incurred in the preparation of the Offered SecuritiesRegistration 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 power of attorney executed by each of the Underwriters, the Selected Dealers Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by BCB; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) IPREO book-building the costs and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation charges 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).any transfer

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$150,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 advances will be returned to the Company will also reimburse 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(g)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two hundred thousand ($200,000) 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 include 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, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) In addition to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to foregoing, the Company agrees to the extent such accountable expenses are pay reasonable costs of background checks in an amount not actually incurred in accordance with FINRA Rule 5110(g)(4)to exceed $7,500.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 reasonable, actual and accountable all 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 incurred by the Representative in an aggregate amount not to exceed $150,000, (iii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Shares placed by the Representative, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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, 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(f)(2)(C).

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 (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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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, less any advances previously paid which as of it is understood and agreed that the date hereof. The Company will also reimburse the shall be responsible for Representative’s accountable expensesexternal counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, promptly upon receipt subject to a cap of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, $50,000 in total up to two hundred thousand ($200,000) including but expenses in the event that there is 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 consultanta Closing. The Company has advanced twenty five thousand ($25,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g). In addition, the Company agrees to pay to the Representative 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 (1.0%a) 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 expires or is terminated, the Company agrees to pay reasonable, actual and accountable 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 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(4).

Payment of Fees and Expenses. The (a) Subject to the closing of the sale and purchase of the Firm Shares, the Representative shall be entitled to reimbursement from the Company will pay the Underwriters of a non-accountable expense allowance of one percent equal to $100,000 (1.0%) the “Non-Accountable Expense Allowance”). The Representative shall be entitled to withhold this allowance on the Closing Date related to the purchase of the gross proceeds from Firm Shares. In addition to the Offering (excluding proceeds from exercise payment of the OverNon-allotment Option) upon the Closing of the Offering. Whether 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 reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel) incident to the authentication, independent public 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 certified public accountants and other advisors, Blue Sky laws of those states in which the Shares are to be offered or sold; (v) all 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 24 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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 interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with Company; (x) any fees or costs payable to the NYSE Amex Equities as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of the Transfer Agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by the Company; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter, including the fees and expenses of the Underwriters’ counsel and expenses associated with meetings with the brokerage community and institutional investors, other than the Company’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)travel expenses, postage, facsimile and telephone charges.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of allowance, equal to one percent (1.01%) of the gross proceeds received by the Company from the Offering (excluding proceeds from exercise sale of the Over-allotment Option) upon the Closing of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 advances will be returned to the Company will 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(g). We have also reimburse agreed to pay the reasonable and documented Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two one hundred and ninety thousand nine hundred dollars ($200,000190,900) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offeringoffering 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 's US & local counsel shall reasonably request, and (F) background check consultantclearing expenses. The Company has advanced twenty five one hundred thousand dollars ($25,000100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

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 reasonable, actual and accountable 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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g). The Company also agrees to pay to the Underwriters 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. 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 reasonable, actual and accountable 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 $200,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 75,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g).

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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, less any advances previously paid which as expenses and disbursements relating to the registration, qualification or exemption of the date hereof. 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 will also reimburse 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 accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenseslegal counsel, in total up an amount not to two hundred thousand (exceed $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 consultant100,000. The Company has advanced twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(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 addition, the Company agrees to pay to the Representative 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 (1.0%) 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 reasonable, actual and accountable 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 $200,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). In addition, the Company shall pay to the Underwriters 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. 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 reasonable, actual and accountable 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 $170,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (viviii) 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. In no event, 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned payable to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Representative should exceed $170,000,000.

Payment of Fees and Expenses. The Company will Debtors shall pay (i) all expenses incurred by Collateral Agent and its Affiliates, including the Underwriters a non-accountable expense allowance fees, charges and disbursements of one percent (1.0%) 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 gross proceeds from the Offering provisions hereof or thereof (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether whether or not the transactions contemplated in this Agreement are consummated hereby or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anythereby shall be consummated), (ii) all fees expenses incurred by Collateral Agent, including the fees, charges and disbursements of any counsel for Collateral Agent in connection with the 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 such expenses incurred during any workout, restructuring or negotiations in respect of the clearing firm, registrar and transfer agent of the Offered Securitiessuch Senior Secured Obligations, (iii) all necessary issuetransfer, transfer and stamp, documentary, or other stamp taxes similar taxes, assessments or charges levied by any Tribunal in connection with respect of this Agreement or any of the Offeringother Financing Documents, (iv) all fees and expenses of the Company’s counselcosts, independent public or certified public accountants expenses, assessments and other advisorscharges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (v) all other 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 (vi) 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 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 recording 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)lien searches.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Middlesex will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Middlesex under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Middlesex incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose, which shall not exceed $15,000; (v) 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, 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 Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Middlesex’s travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by Middlesex; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering provided the same are approved in advance by Middlesex; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by Middlesex; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its 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 accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than Middlesex’s travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for 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 expensesexpenses reasonably incurred by the Representative, in total up to two hundred thousand ($200,000) 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 twenty five thousand ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering Representative in total up to one hundred thousand dollars (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering$100,000). Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The Any advances against underwriter’s expenses 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)(45110(g).

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 reasonable, actual and accountable 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 $75,000, provided that any expense over $5,000 shall require the prior written 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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. In addition, 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 agrees 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 ($25,000) pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to one percent (1% ) of the Company to gross proceeds raised at the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)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 (1.0%) 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 reasonable, actual and accountable 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 $230,000 (iinclusive of the Advance), provided that any expense over $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 60,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g).

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 reasonable, actual and accountable 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 $200,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). In addition, the Company shall pay to the Representative 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. 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 hereby agrees to pay reasonableon each of the Closing Date and the Option Closing Date, actual and accountable costsif any, fees and expenses incurred in connection with to the transactions contemplated herebyextent not paid at the Closing Date, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including, but not limited to: (including a) all printing filing fees and engraving costs, if any), communication expenses relating to the registration of the securities of the Company with the SEC; (iib) all fees and expenses relating to the listing of the clearing firmcommon stock on [Nasdaq Capital Market]; (c) all fees associated with the review of the offering by FINRA; (d) the registration, registrar 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) stock transfer and/or stamp taxes, if any, payable upon our transfer of the Offered Securities, securities to the Representative; (iiij) all necessary issue, transfer the fees and other stamp taxes in connection with expenses of our accountants; (k) the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants legal counsel and other advisors, agents and representatives; (vl) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company, or of 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’s legal counsel. The Company will also reimburse pay the Representative’s accountable expensesreasonable and documented out-of-pocket expenses of the Representative actually incurred (including, 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) to reasonable and documented fees and expenses of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include and its legal counsel; all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the reasonable cost of any background checks; (Cfor roadshow meetings) 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 consultantup to $200,000. The Company has advanced twenty five thousand ($25,000) agreed to the Representative pay expense advance to partially cover its be applied against such out-of-pocket accountable expensesexpenses 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. The advances against underwriter’s expenses $[0] of which has been paid prior to the date of this Agreement and will be returned to the Company reimbursed to the extent such accountable not offset by actual expenses are not actually incurred in accordance with FINRA Rule 5110(g)(45110(g)).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for 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 expensesexpenses reasonably incurred by the Representative, in total up to two hundred thousand ($200,000) 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 twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

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 hereby agrees to pay reasonableon the Closing Date, actual and accountable coststo the extent not paid at the Closing Date, fees and all expenses incurred in connection with relating to the transactions contemplated herebyOffering, including without limitation to, but not limited to (i) all filing fees and communication expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing Ordinary Shares to be sold in this Offering with the Commission and engraving costs, if any), the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares on Nasdaq; (iii) all necessary issuereasonable fees, transfer expenses and other stamp taxes in connection with disbursements relating to background checks of the Offering, 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, 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, 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; (vxi) all expenses, including without limitation, travel and lodging expenses for all road show meetings and preparation of a power point presentation; and (xii) the costs and expenses incurred in connection associated with the preparation“tombstone or Lucite” advertisements up to a maximum of $250,000, printing, filing, shipping and distribution provided that any expense over $10,000 shall require prior written or email approval 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 (vi) 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 ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g).

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 reasonable, actual and accountable 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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 expensesand (viii) $75,000 to Northland Securities, promptly upon receipt of an invoice therefore, Inc. for all reasonable, necessary its services 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 expenses as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)QIU.

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 reasonable, actual and accountable 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 (iinclusive of the Advance as defined below), provided that any expense over $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). In addition, the Company shall pay to the Underwriters 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. 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 reasonable, actual and accountable 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, cost of book building, prospectus tracking and compliance software for the offering, 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 $204,500, (iii) 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), (iiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvii) 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 (viviii) 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, less any advances previously paid which as it is understood and agreed that the Company 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 $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 date hereof. 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 will also reimburse (including but without limitation to 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

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 reasonable, actual and accountable all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and 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 (iinclusive of the Advance), (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 . As of the date hereof. The Company will also reimburse of this Agreement, 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 made an advanced twenty five thousand (payment of $25,000) [*] to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). Upon 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 expenses that have accrued as of such date. The Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1%) of the actual amounts 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 (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 reasonable, actual and accountable 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 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company shall pay to the Underwriters 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. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 out-of-pocket costs and expenses, in total up to two hundred thousand ($200,000) 175,000 including but not limited to, (A) fees of legal counsel incurred by the underwriters 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 Underwriters including underwriter’s the Underwriters’ US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

Payment of Fees and Expenses. The Company will shall 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 reasonable, actual reimburse all reasonable and accountable costs, documented fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses (expenses when due (including travel costs and expenses. The advances against underwriter’s ) of the attorneys, accountants, other professionals, advisors, and consultants of the Ad Hoc Groups (whether incurred directly or on their behalf and regardless of whether such fees and expenses will be returned are incurred before or after the Petition Date), including the fees and expenses of (a) the following advisors to the First Lien Ad Hoc Group: (i) Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP as counsel; (ii) Xxxxx & Geddes, as local counsel; and (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 reimbursement obligations under this Section 27 shall survive with respect to any and all fees and expenses incurred on or prior to the date of termination and such accountable termination shall not automatically terminate any applicable fee or engagement letters. Each of the RSA Order, the BCA Approval Order and the Debt Backstop Order shall contain language approving the payment of all such fees and expenses are not actually incurred in accordance by the Company, including any back-end, transaction, success or similar fees provided for under the applicable fee or engagement letters with FINRA Rule 5110(g)(4)the Company.

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 reasonable, actual and accountable 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 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees MEI will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of MEI under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for MEI incurred in the preparation of the Offered SecuritiesRegistration 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 Directed Subscription Program or otherwise, (iii) all necessary issue, transfer printing and other stamp taxes in connection mailing expenses associated with the OfferingRegistration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement and related documents; (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 Company’s counsel, independent public or certified public accountants and other advisors, Underwriter's counsel in an amount not to exceed $ ________; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and 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 incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by MEI; (Aix) any fees or costs payable to Nasdaq as a result of legal counsel incurred by the underwriters in connection with the offering; (Bx) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares and Warrants; (Cxi) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxii) the reasonable roadshow expensescosts of advertising the offering if requested by MEI; (Exiii) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Units sold by MEI; and (Fxiv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover performance of MEI's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that the Underwriter shall be responsible for its out-of-pocket accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than MEI's travel expenses, and the fees and expenses will be returned of its counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

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 reasonable, actual and accountable 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 $135,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 agrees 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 ($25,000) pay to the Representative to partially cover its outa non-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to expense allowance of one and one half percent (1.5%) of the Company to gross proceeds of the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)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 (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 reasonable, actual and accountable 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 $200,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). At the closing of the Offering, the Company agrees to pay the Representative a 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. 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 reimburse the Representative for all out-of-pocket expenses, including, but not limited to, the reasonable fees, costs and disbursements of its legal counsel, subject to a maximum reimbursement allowance of $250,000. The Company shall be responsible for and pay reasonableall expenses relating to the Offering, actual including, as applicable and accountable costswithout limitation, all filing fees and communication expenses relating to the notice filings or registration of the Securities to be sold in the Offering with the SEC and the filing of the offering materials with FINRA; all fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all 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), (ii) 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, (iii) all necessary issueif any, payable upon the transfer and other stamp taxes in connection with of securities from the Offering, (iv) all Company to the Representative; the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Representative and 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 ’s legal counsel and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing other agents 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 hereofrepresentatives. The Company will also reimburse Upon 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 the Company has advanced twenty five thousand ($25,000) to shall provide an advance for the Representative to partially cover its Representative’s anticipated out-of-pocket accountable expenses. The advances , which shall be offset against underwriter’s expenses will be the maximum allowance for the respective Offering or returned to the Company to the extent such accountable advance exceeds actual expenses are not actually incurred in accordance with FINRA Rule 5110(g)(45110(g). For the sake of clarity, it is understood and agreed that the 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 irrespective of whether the Offering is consummated or not. The Company will reimburse the Representative directly out of the proceeds from the closing of this Offering.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to 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 other 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 of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) 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 (1.01%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation limited to, : (i) all reasonable travel and lodging expenses incident incurred by the underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; and ; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iivii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiviii) all necessary issue, transfer and other stamp taxes in connection with the Offering, and (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vix) 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 (vi) 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 (paid an advance of $25,000) [100,000] to the Representative to partially cover for its anticipated out-of-pocket accountable expenses. The advances against underwriter’s 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(g)(45110(g)(4)(A).

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 reasonable, actual and accountable 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, cost of book building, prospectus tracking and compliance software for the offering, 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 $204,500, (iii) 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), (iiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvii) 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 (viviii) 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, less any advances previously paid which as of it is understood and agreed that the date hereof. The Company will also reimburse 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 $50,000 in the event that there is not a Closing. Additionally, the Company shall pay the Representative a non-accountable expenses, promptly upon receipt expense allowance in the amount equal to 0.5% of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred thousand 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 ($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 ($25,000) without limitation to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4Representative).

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), ADSs with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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, less any advances previously paid which as expenses and disbursements relating to the registration, qualification or exemption of the date hereof. 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 will also reimburse 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’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 $10,000; (x) up to $200,00010,000 of Representative’s actual accountable road show expenses for the Offering; (xi) including but not limited tothe $29,500 cost associated with Representative’s use of Ipreo’s book building, (A) fees of legal counsel incurred by the underwriters in connection with prospectus tracking and compliance software for the offering; (Bxii) 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 costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite cube mementos lucite tombstones in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, an aggregate amount not to exceed $5,000; and (Fxiii) background check consultantthe 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 twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A).. In addition, the Company agrees to pay to the Representative 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 (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees York Water will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of York Water under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the CompanyUnderwriter’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses counsel except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriter; (iv) the fees, shipping expenses and distribution 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 Underwriter’s counsel and such local counsel as may have been reasonably required and retained for such purpose, which shall not exceed $15,000; (v) 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 Underwriter’s counsel, subject to the limitation on fees set forth in clause (iv)), (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and the Prospectus, and all amendments and supplements thereto, and this Agreement, and Prospectuses as herein provided; (viviii) all filing fees, attorneys’ fees and York Water’s travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by York Water; (Ax) any fees or costs payable to the NASDAQ Global Select Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering the aggregate of which shall not exceed $5,000; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by York Water; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of York Water’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than York Water’s travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 out-of-pocket costs and expenses, in total up to a maximum aggregate amount of two hundred thousand ($200,000) ), incusing of any advance paid to 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. The Company has advanced twenty five thousand ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s out-of-pocket costs and 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(g)(4).

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 reasonable, actual and accountable 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 and former underwriter in an aggregate amount not to exceed $170,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (viviii) 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. In no event, 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned payable to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Representative and former underwriter should exceed $170,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company and the Selling Stockholders under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Pepper, Xxxxxxxx & Xxxxxxx LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) all necessary issuethe costs incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the OfferingShares 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, including, without limitation, the reasonable fees (not in excess of $5,000) and expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose, (v) 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 Company’s Underwriters' counsel, independent public or certified public accountants and other advisors(vi) the filing fees of the SEC, (vvii) all the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and 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 incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by the Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering, (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any of the Company's transfer agent, (xiii) the costs (not in excess of $15,000) of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives, (xiv) the costs incident to the consummation of the Exchange Agreements and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Stockholders' 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, (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 Underwriters shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) to the Representative to partially cover its be responsible for their out-of-pocket accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses will of their counsel for other than Blue Sky and NASD representation, and (B) the Selling Stockholders shall be returned responsible for any transfer or income taxes assessed with respect to the Shares sold by the Selling Stockholders and any fees and expenses of the Selling Stockholders' counsel and such other expenses as are agreed to by the Company to and the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Selling Stockholders or as may be required by law or regulation, foreign or domestic.

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 reasonable, actual and accountable 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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g). In addition, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Securities purchased) of a non-accountable expense allowance of one percent (1%) 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%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Spectrum Control will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Spectrum Control and the Selling Shareholders under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Spectrum Control incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (iiiii) all necessary issueprinting and mailing expenses associated with the Registration Statement and any post- effective amendments thereto, transfer any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, and other stamp taxes related documents as may be required in connection with the Offeringoffering, purchase, sale, issuance or delivery of the Shares and the Blue Sky Memorandum (ivand any supplement thereto); (iii) all the costs and expenses (other than fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose, except such fees shall not exceed $15,000; (v) 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, 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 Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Spectrum Control's travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by Spectrum Control; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by Spectrum Control; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its 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 Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than Spectrum Control's travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to Blue Sky and NASD matters within the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)fee limitations set forth above.

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 reasonable, actual and accountable 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 $161,000, (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, provided that the fees and expenses of the clearing firm shall not exceed $12,900, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments (including any Rule 462(b) Registration Statement) 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) all necessary issuethe costs incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the OfferingShares 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, 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, (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the XXXX, including the reasonable fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors(vi) the filing fees of the SEC, (vvii) all the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and 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 incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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 interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering; , (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) IPREO book-building the cost and prospectus tracking software; charges of the Company's transfer agents, (Dxiii) reasonable roadshow expenses; (E) preparation the costs of bound volumes and Lucite cube mementos advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in such quantities as publications selected by the underwriters including underwriter’s US & local counsel shall reasonably requestRepresentatives, and (Fxiv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its 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 accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)of their counsel for other than Blue Sky and NASD representation.

Payment of Fees and Expenses. The Company has agreed to pay all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses 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 pay be the Underwriters Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a nonnational exchange, if applicable; (d) 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; (e) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable up on the transfer of Offered Securities from the Company to the Representative; (g) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the 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 $5,000; and (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 Representative’s PRC legal counsel fee of $100,000 shall specifically occur with a first initial payment of $50,000 upon submission of the Company’s required CSRC filing, with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and agreed that the 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, subject to $100,000 if there is no Closing. The Company has 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 the Offering; the advance shall be applied towards out-of-pocket accountable expense allowance set forth herein and any portion of the advance shall be returned to the Company to the extent not actually incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, 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 from of 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 ($25,000) be provided to the Representative to partially cover its outfor non-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative in total up to $204,500. 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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, less any advances previously paid which as expenses and disbursements relating to the registration, qualification or exemption of the date hereof. 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 will also reimburse 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) up to $20,000 of Representative’s actual accountable expensesroad show expenses for the Offering; (x) the $29,500 cost associated with Representative’s use of Ipreo’s book building, promptly upon receipt of an invoice therefore, prospectus tracking and compliance software 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; (Bxi) 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 costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite cube mementos lucite tombstones in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, an aggregate amount not to exceed $5,000; and (Fxii) background check consultantthe fees for Representative’s legal counsel, in an amount not to exceed $140,000. 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 twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(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 $10,000. In addition, the Company agrees to pay to the Representative 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 has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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, less any advances previously paid which as expenses and disbursements relating to the registration, qualification or exemption of the date hereof. 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 will also reimburse 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, up to a maximum of $15,000; and (xii) the fees for Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenseslegal counsel, in total up an amount not to two hundred thousand (exceed $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 consultant75,000. The Company has advanced twenty five thousand ($25,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company agrees to pay to the Representative 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 (1.0%) 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 terminatedall costs, the Company agrees to pay reasonable, actual and accountable costsexpenses, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with (1) the Offering, (iv) all fees preparation and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution filing of the Registration Statement (including financial statements, exhibits, schedules, consents fees applicable to the Registration Statement in connection with the offering of the Shares 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 certificates of expertsin compliance with Rule 456(b) and Rule 457(r) under the Act), each Issuer Free Writing Prospectusany preliminary prospectus, each preliminary prospectus and the General Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and all any amendments and or supplements thereto, and this Agreementthe printing and furnishing of copies of each thereof to the Manager and, as applicable, to dealers, investors and prospective investors (viincluding costs of mailing and shipment), (2) all filing feesthe registration, attorneys’ issue and delivery of the Shares, (3) the qualification of the Shares for offering and sale under the 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 Shares on the NYSE and any other applicable national and foreign exchanges, (5) any registration of the Shares under the Exchange Act, (6) any filing for review of the public offering of the Shares 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 Shares, (8) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part officers 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, Company and any supplements theretosuch consultants, advising (9) the Representative fees and disbursements of such qualifications, registrations counsel to the Company and exemptions, less any advances previously paid which as of the date hereofCompany’s independent registered public accounting firm and (10) the performance of the Company’s other obligations hereunder. The Company Except as provided in this Agreement, the Manager will also reimburse the Representative’s accountable expenses, promptly upon receipt pay all of an invoice therefore, for all reasonable, necessary and accountable its own costs and expenses, in total up to two hundred thousand ($200,000) including but not limited to, (A) the 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)their counsel.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 reasonable, actual and accountable all 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 incurred by the Representatives, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offering, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 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 ($25,000) 25,000 to the Representative Newbridge Securities Corporation and $25,000 to partially US Tiger Securities, Inc. to cover its their out-of-pocket accountable expenses. We have agreed to pay the Representatives an aggregate expense reimbursement up to $135,000. The 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(g)(45110(g)(4)(A).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Middlesex will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Middlesex under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Middlesex incurred in the preparation of the Offered SecuritiesRegistration 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, the Selected Dealer Agreement and related documents and any Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose, which together with the fees, expenses and other costs described in clause (v) below, shall not exceed $20,000 in the aggregate; (v) 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, 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 Statement, the Disclosure Package, any Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Middlesex’s travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by Middlesex; (Ax) any fees or costs payable to The Nasdaq Global Select Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering provided the same are approved in advance by Middlesex; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by Middlesex; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of Middlesex’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than Middlesex’s travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

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 reasonable, actual and accountable 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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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, less any advances previously paid which as it is understood and agreed that the Company shall be responsible for XX Xxxxxx'x external counsel legal costs detailed in this Section irrespective of whether the date hereofOffering is consummated or not, subject to a maximum amount of $100,000 in the event that there is not a Closing. The For clarification, the Company will also reimburse agrees to pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expensesincluding legal costs, in total up an aggregate amount not to two hundred thousand (exceed $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 request100,000, and (F) background check consultant. The Company as of the date of this Agreement has advanced twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, all costs 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 the transactions contemplated hereby, including without limitation to, (iBlue Sky and NASD filings or exemptions as provided herein) all expenses incident to the issuance authentication, issuance, sale and delivery of the Offered Securities 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 all printing the reasonable fees and engraving costsexpenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose; (v) the fees, if any)expenses and other costs of, (ii) all or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the clearing firm, registrar and transfer agent Underwriters' counsel; (vi) the filing fees of the Offered SecuritiesSEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (iiiviii) all necessary issue, transfer and other stamp taxes the Company's travel expenses in connection with meetings with the Offering, brokerage community and institutional investors; (ivix) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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 interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with Company; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Offered Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) reasonable roadshow expensesall taxes, if any, on the issuance, delivery and transfer of the Offered Shares sold by the Company; (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 (Fxiv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its 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 accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Pennichuck will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Pennichuck under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Pennichuck incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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, 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) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, (other than the fees and expenses of the Underwriters’ counsel), provided that the aggregate fees and expenses under this clause (v) and clause (iv) above shall not exceed $15,000; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Pennichuck’s travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by Pennichuck; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering the aggregate of which shall not exceed $5,000; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by Pennichuck; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of Pennichuck’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 accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than Pennichuck’s travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The (a) Subject to the closing of the sale and purchase of the Firm Shares, the Underwriter shall be entitled to reimbursement from the Company will pay the Underwriters of a non-accountable expense allowance of one percent equal to $50,000 (1.0%) the “Non-Accountable Expense Allowance”). The Underwriter shall be entitled to withhold this allowance on the Closing Date related to the purchase of the gross proceeds from Firm Shares. In addition to the Offering (excluding proceeds from exercise payment of the OverNon-allotment Option) upon the Closing of the Offering. Whether 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 reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the CompanyUnderwriter’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except any required fees incurred in connection with Blue Sky and FINRA filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriter; (iv) the fees, shipping expenses and distribution 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, including the reasonable fees and expenses of Underwriter’s counsel and such local counsel as may have been reasonably required and retained for such purpose; (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 Underwriter’s counsel); (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and the ProspectusProspectuses as herein provided; (viii) if applicable, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, ’s travel expenses in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, (A) fees interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with Company; (x) any fees or costs payable to the NASDAQ Global Market as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by the Company; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, the Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than the Company’s travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with any applicable Blue Sky and FINRA Rule 5110(g)(4)matters.

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 reasonable, actual and accountable 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, due diligence expenses, reasonable fees and expenses of its legal counsel, background check on the Company’s principals incurred by the Representative in an aggregate amount not to exceed $270,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) [*] to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1%) 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 (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 reasonable, actual and accountable 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, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g)(4)(A). The Company also agrees to pay to the Underwriters 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. 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 hereby agrees to pay reasonableon each of the Closing Date and the Option Closing Date, actual and accountable costsif any, fees and expenses incurred in connection with to the transactions contemplated herebyextent not paid at the Closing Date, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including, but not limited to: (including a) all printing filing fees and engraving costs, if any), communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering with the Commission; (iib) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Offered Securities on the clearing firmExchange and such other stock exchanges as the Company and the Representative together determine, registrar including any fees charged by DTC for new securities; (d) all fees, expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (iiie) all necessary issuefees, 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 and other agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivj) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vk) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Issuer’s Counsel and other agents and representatives; (l) the Company, or ’s actual “road show” expenses for the Representative, in connection with qualifying or registering Offering; and (or obtaining exemptions from the qualification or registration ofm) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses of the Underwriters (including, but not limited to, fees and disbursements of HTFL, all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ performance of their obligations hereunder. The advances against underwriter’s Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses will and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be returned to paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $180,000 ($40,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent such accountable not offset by actual expenses are not actually incurred in accordance with FINRA Rule 5110(g)(45110(g)).

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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 twenty-five thousand ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Republic will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Republic under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Republic incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, Shares to the Underwriter; (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 the Company’s Underwriter's counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all the fees, expenses and other costs and expenses incurred in connection with of, or incident to, securing any review or approvals by or from the preparation, printing, filing, shipping and distribution NASD; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement (including financial statementsStatement, 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 (vi) 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, Preliminary Prospectuses 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

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 reasonable, actual and accountable 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 $180,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company also agrees pay to the Underwriters 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.

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 reasonable, actual and accountable all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (ia) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities Common Stock to be sold in this offering with the SEC and the filing of the offering materials with the Financial Industry Regulatory Authority (including all printing and engraving costs, if any“FINRA”), ; (iib) all fees and expenses relating to the listing of the clearing firmCommon Stock on the Nasdaq Capital Market; (c) all fees, registrar expenses and transfer agent disbursements relating to the registration or qualification of such Common Stock 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 “blue sky” counsel); (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered SecuritiesCommon Stock under the securities laws of such foreign jurisdictions as the Representative 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 Common Stock from the Company to the Representative; (iiig) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s accountants; (h) up to $[224,500] of the Representative’s various actual accountable expenses for the offering, including up to $30,000 of the Representative’s actual accountable road show expenses for the offering, the $29,500 cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering, and 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; (i) the fees and expense for the background check on the Company’s senior management and board of directors up to $10,000; (j) the fees for the Representative’s legal counsel, independent public or certified public accountants and other advisors, in an amount not to exceed a limit of $150,000; (vk) 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 (vil) 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, less any advances previously paid which as of it is understood and agreed that the date hereof. The Company will also reimburse shall be responsible for the Representative’s accountable expensesexternal counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, promptly upon receipt subject to a maximum amount of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, $50,000 in total up to two hundred thousand ($200,000) including but the event that there is not limited to, (A) fees a Closing. Any unused portion of legal counsel incurred the advances paid 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 ($25,000) to the Representative prior to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will the date hereof 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(g)(45110(g)(4)(A). Additionally, the Company shall pay the Representative a non-accountable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering raised.

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative in total up to $229,500. 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), ADSs with the Commission; (ii) all fees and expenses relating to the listing of the clearing firmADSs on a national exchange, registrar and transfer agent of the Offered Securities, if applicable; (iii) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of the Securities under the "blue sky" securities laws of such states and other stamp taxes jurisdictions as XX Xxxxxx 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 XX Xxxxxx'x counsel) unless such filings are not required in connection with the OfferingCompany's proposed listing on a national exchange, if applicable; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the ADSs 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 ADSs from the Company to Representative; (vii) the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (v) 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 (viviii) all filing fees, attorneys’ fees and communication expenses incurred associated with the review of the Offering by FINRA; (ix) any reasonable cost and expenses in conducting background checks of the Company, or ’s officers and directors by a background search firm acceptable to the Representative, in connection with qualifying or registering ; (or obtaining exemptions from the qualification or registration ofx) all or any part up to $20,000 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 actual accountable expensesroad show expenses for the Offering; (xi) the $29,500 cost associated with Representative’s use of Ipreo’s book building, promptly upon receipt of an invoice therefore, prospectus tracking and compliance software 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; (Bxii) 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 costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite cube mementos lucite tombstones in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, an aggregate amount not to exceed $5,000; and (Fxiii) background check consultantthe fees for Representative’s legal counsel, in an amount not to exceed $175,000. 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 $100,000 in total expenses in the event that there is not a Closing. The Company has advanced twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company agrees to pay to the Representative 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 (1.0%) 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 reasonable, actual and accountable 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 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 55,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(4). At the Closing of the Offering, the Company agrees to pay the Representative a 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 non-accountable expense of the Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, reasonable and actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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” 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 thereforetherefor, for all reasonable, necessary and accountable out-of-pocket costs and expenses, in total up to two one hundred and ninety thousand dollars ($200,000) including 190,000), including, but not limited to, (A) fees of legal counsel incurred by the underwriters Representative 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 one hundred thousand dollars ($25,000100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company and the Selling Stockholders under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Pepper, Xxxxxxxx & Xxxxxxx LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) all necessary issuethe costs incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the OfferingShares 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, including, without limitation, the reasonable fees (not in excess of $10,000) and expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose, (v) 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 Company’s Underwriters' counsel, independent public or certified public accountants and other advisors(vi) the filing fees of the SEC, (vvii) all the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and 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 incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by the Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering, (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any of the Company's transfer agent, (xiii) the costs (not in excess of $25,000) of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives, (xiv) the costs incident to the consummation of the Exchange Agreements and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Stockholders' 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, (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 Underwriters shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) to the Representative to partially cover its be responsible for their out-of-pocket accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses will of their counsel for other than Blue Sky and NASD representation, and (B) the Selling Stockholders shall be returned responsible for any transfer or income taxes assessed with respect to the Shares sold by the Selling Stockholders and any fees and expenses of the Selling Stockholders' counsel and such other expenses as are agreed to by the Company to and the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Selling Stockholders or as may be required by law or regulation, foreign or domestic.

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 reasonable, actual and accountable 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 $300,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 95,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). The Company also agrees to pay to the Representative a 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. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees BCB will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of BCB under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for BCB incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by BCB; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) reasonable roadshow expensesall taxes, if any, on the issuance, delivery and transfer of the Shares sold by BCB; (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 (Fxiv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses performance of BCB's obligations hereunder that are not actually incurred otherwise specifically provided for in accordance with FINRA Rule 5110(g)(4this Section 6(a).

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 reasonable, actual and accountable 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 $125,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 15,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering. In addition, the Company also agrees to pay the Representative advisory fees in the amount of $70,000, of which $35,000 have been paid as of the date of this Agreement, with the balance to be paid on the Closing Date.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) 1% 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two one hundred and ninety thousand dollars ($200,000190,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offeringOffering; (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 one hundred thousand dollars ($25,000100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

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 reasonable, actual and accountable 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 $180,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company also agrees pay to the Underwriters 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. 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 reasonable, actual and accountable 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 counsels, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $150,000 (iinclusive of the Advance as defined below), (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(4). At the closing of the Offering, the Company agrees to pay the Representative a 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. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees York Water will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of York Water under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriter's counsel) incident to the authentication, independent public or certified public accountants issuance, sale and delivery of the Shares to the Underwriter; (iv) the fees, expenses and other advisorscosts of, or incident to, securing any review or approvals by or from the NASD, (other than the fees and expenses of the Underwriter's counsel), provided that the aggregate fees and expenses under this clause (iv) and clause (iii) above shall not exceed $15,000; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vii) York Water's travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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, interest or cost of funds expenses), if desired by York Water; (Aix) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bx) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares; (Cxi) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxii) the reasonable roadshow expensescosts of advertising the offering the aggregate of which shall not exceed $5,000; (Exiii) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by York Water; and (Fxiv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of York Water's 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 Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than York Water's travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)NASD matters.

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 reasonable, actual and accountable 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 $200,000 (iinclusive 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). The Company also agrees to pay to the Representative a 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 (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 reasonable, actual and accountable 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 $200,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) [80,000] to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g). In addition, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Shares and Additional Firm Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the sale of the Firm Shares and any Additional Firm Shares. The Selling Shareholder shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Resale Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the sale of the Firm Resale Shares.

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 reasonable, actual and accountable 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 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 55,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(4). At the Closing of the Offering, the Company agrees to pay the Representative a 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 non-accountable expense 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 (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 reasonable, actual and accountable all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Shares to Xxxxx, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company, Company or the Representative, Xxxxx 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 RepresentativeXxxxx, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Xxxxx of such qualifications, registrations and exemptions, less any advances previously paid which as of (vii) 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) filing fees of legal counsel incurred by the underwriters in connection with the offering; NASD’s review and approval of Xxxxx’x participation in the offering and distribution of the Shares, (Bviii) the fees and expenses associated with including the Shares on the Nasdaq Global Market, (ix) all third party due diligence include other fees, costs and expenses referred to in Item 14 of Part II of 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 requestRegistration Statement, and (Fx) background check consultant. The Company has advanced twenty five thousand ($25,000) to the Representative to partially cover its all reasonable out-of-pocket accountable expenses. The advances against underwriter’s expenses will of Xxxxx, including the fees, disbursements and expenses of Xxxxx’x counsel, payable upon receipt from Xxxxx of an invoice therefor (provided, however, that such out-of-pocket expenses shall not exceed $50,000, unless approved by the Company, which approval shall not be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4unreasonably withheld).

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 reasonable, actual and accountable 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 $75,000, provided that any individual expense over $5,000 shall require the prior written 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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. In addition, less any advances previously paid which as the Company agrees to pay the Representative a structuring fee of $150,000 upon the closing 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Offering.

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1.0%) expenses of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the OfferingRepresentative in total up to $204,500. 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 to, (i) all filing fees and expenses incident relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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, less any advances previously paid which as expenses and disbursements relating to the registration, qualification or exemption of the date hereof. 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 will also reimburse 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) up to $20,000 of Representative’s actual accountable expensesroad show expenses for the Offering; (x) the $29,500 cost associated with Representative’s use of Ipreo’s book building, promptly upon receipt of an invoice therefore, prospectus tracking and compliance software 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; (Bxi) 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 costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite cube mementos lucite tombstones in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, an aggregate amount not to exceed $5,000; and (Fxii) background check consultantthe fees for Representative’s legal counsel, in an amount not to exceed $150,000. 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 twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g). In addition, the Company agrees to pay to the Representative 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 equal to one percent (1.0%) of the gross proceeds received by the Company from the Offering (excluding proceeds from exercise sale of the Over-allotment Option) upon the Closing of 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 advances will be returned to the Company will also reimburse 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(g)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, expenses in total up to two hundred thousand ($200,000) 180,000 including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offeringoffering up to a maximum of $150,000; (B) all third party due diligence include 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, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) In addition to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to foregoing, the Company agrees to the extent such accountable expenses are pay reasonable costs of background checks in an amount not actually incurred in accordance with FINRA Rule 5110(g)(4)to exceed $30,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of the Company under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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, the Selected Dealer Agreement and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel) incident to the authentication, independent public 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 certified public accountants Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold (other than fees and other advisors, expenses of Underwriters’ counsel); (v) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (other than 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, the Disclosure Package, any Preliminary Prospectuses and 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 incurred associated with settlement in connection with the preparationsame day funds (including, 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 (vi) 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 interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with Company; (x) any fees or costs payable to Nasdaq as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering provided the same are approved in advance by the Company; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by the Company; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than the Company’s travel expenses, and the fees and expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)of their counsel.

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 reasonable, actual and accountable 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 $150,000 (iinclusive 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesFirm Shares, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Firm Shares, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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, 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances against underwriter’s expenses 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)(45110(g)(4)(A). In addition, the Company shall pay to the Underwriters 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. 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 reasonable, actual and accountable 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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees York Water will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of York Water under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the fees and other stamp taxes in connection expenses of counsel to the Underwriter up to the amount of $50,000 (with the Offering, Underwriter being responsible for any remaining fees and expenses); (iv) all the costs and expenses (other than fees and expenses of the CompanyUnderwriter’s counsel) incident to the authentication, independent public or certified public accountants issuance, sale and other advisors, delivery of the Notes to the Underwriter; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and the ProspectusProspectuses as herein provided; (vii) York Water’s travel expenses, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representativeif any, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from viii) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, (A) fees interest or cost of legal counsel incurred funds expenses), if desired by the underwriters in connection with the offeringYork Water; (Bix) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Notes; (Cx) IPREO book-building the costs and prospectus tracking softwarecharges of the Trustee; (Dxi) the reasonable roadshow expensescosts of advertising the offering, the aggregate of which will not exceed $7,500; (Exii) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Notes sold by York Water; and (Fxiii) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses incurred by York Water that are reasonably incident to the Representative to partially cover performance of York Water’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(b) hereof, the Underwriter shall be responsible for its out-of-pocket accountable expenses. The advances against underwriter, including those associated with meetings with the brokerage community and institutional investors, other than York Water’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)travel expenses.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 out-of-pocket costs and expenses, in total up to two hundred thousand $200,000 ($200,000including any advance) including but not limited to, (A) fees of legal counsel incurred by the underwriters 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 Underwriters including underwriter’s the Underwriters’ US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($25,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances Any advance against underwriter’s out-of-pocket costs and 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(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.01%) 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 reasonable, reasonable and actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, 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 (vi) 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 which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice thereforetherefor, for all reasonable, necessary and accountable out-of-pocket costs and expenses, in total up to a maximum aggregate amount of two hundred and fifty thousand dollars ($200,000) including 250,000), including, but not limited to, (A) fees of legal counsel incurred by the underwriters Representative 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 (E) background check consultant expenses, (F) background check consultant. The Company has advanced twenty five thousand the $5,000 cost associated with Xxxxxxxx’x clearing system data, services and communications expenses, (G) the $25,00010,000 cost associated with Xxxxxxxx’x Capital IQ system for comparable company analysis and valuation and (H) to reasonable roadshow expenses and necessary travel expenses; provided that any expense over $5,000 shall require the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriterCompany’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)prior written approval.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to 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 other 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 of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) 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 (1.01%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, up to a maximum aggregate amount of two hundred thousand dollars ($200,000), including, but not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation limited to, (i) all reasonable travel and lodging expenses incident 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; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iivii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiviii) all necessary issue, transfer and other stamp taxes in connection with the Offering, and (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vix) 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 (vi) 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 twenty-five thousand dollars ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, all 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), 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 and related documents as may be required in connection with the transactions contemplated herebyoffering, including without limitation topurchase, sale, issuance or delivery of the Offered Shares and the Blue Sky Memorandum (iand any supplement thereto); (iii) all the costs and expenses incident to the issuance authentication, issuance, sale and delivery of the Offered Securities Shares to the Underwriter; (including iv) the fees, expenses and all printing and engraving costs, if any)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, (iiv) all the documented fees and expenses of the clearing firm, registrar Underwriter up to and transfer agent of not to exceed $90,000 for the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of Underwriter's counsel and such local counsel as may have been reasonably required, the Company’s counselfees, independent public or certified public accountants expenses and other advisorscosts of, (v) all costs and expenses incurred in connection with or incident to, securing any review or approvals by or from the preparationNASD, 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 (vi) all filing fees, attorneys’ fees 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, 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 Underwriter in connection with the preparation for and participation in any road shows or other meetings with the brokerage community, institutional investors or other potential purchasers of the Offered Shares; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (viii) the Company's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) any fees or costs payable to the AMEX as a result of the offering; (Bx) all third party due diligence include the cost of any background checksprinting certificates for the Offered Shares; (Cxi) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxii) reasonable roadshow expensesall taxes, if any, on the issuance, delivery and transfer of the Offered Shares sold by the Company; (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 (Fxiii) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, except as set forth above, the Underwriter shall be responsible for its own out-of-pocket accountable costs and expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminatedterminated in accordance with its terms, the Company agrees CWCO will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of CWCO and the Selling Shareholders under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for CWCO incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (iiiii) all necessary issueprinting and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, transfer any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters and other stamp taxes related documents as may be required in connection with the Offeringoffering, purchase, sale, issuance or delivery of the Shares and the Preliminary Blue Sky Memorandum (ivand any supplement thereto); (iii) all the costs and expenses (other than fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose; (v) 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; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and CWCO's travel expenses incurred by the Company, or the Representative, in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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 expensesexpenses associated with settlement in same day funds (including, in total up to two hundred thousand ($200,000) including but not limited to, interest or cost of funds expenses), if desired by CWCO; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the underwriters in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) IPREO book-building the costs and prospectus tracking softwarecharges of any transfer agent; (Dxiii) the reasonable roadshow expensescosts of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives; (Exiv) preparation all taxes, if any, on the issuance, delivery and transfer of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, Shares sold by CWCO; and (Fxv) background check consultant. The Company has advanced twenty five thousand ($25,000) all other costs and expenses reasonably incident to the Representative to partially cover its performance of CWCO's 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 accountable expenses. The advances against underwriter’s , including those associated with meetings with the brokerage community and institutional investors, other than CWCO's travel expenses, and the fees and expenses will be returned of their counsel for other than with respect to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Blue Sky and NASD matters.

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 reasonable, actual and accountable 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 $161,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

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 reasonable, actual and accountable 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 $200,000, provided that any individual expense over $5,000 shall require the prior written approval of the Company, (iii) 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities and the Underwriter’s Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities and the Underwriter’s Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 the Warrant Agent Agreement, and (vivii) 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. In addition, 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 ($25,000) pay to the Representative to partially cover its outa non-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to expense allowance of one percent (1%) of the Company to gross proceeds of the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%a) 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees Republic will pay or cause to pay reasonablebe paid, actual and accountable costsbear or cause to be borne, fees all costs and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance and delivery performance of the Offered Securities obligations of Republic under this Agreement, including: (including all printing and engraving costs, if any), (iii) all the fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Republic incurred in the preparation of the Offered SecuritiesRegistration 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 power of attorney executed by each of the Underwriters, the Selected Dealers Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all the fees, expenses and other costs and expenses incurred in connection with of, or incident to, securing any review or approvals by or from the preparation, printing, filing, shipping and distribution NASD; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement (including financial statementsStatement, 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 (vi) 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, Preliminary Prospectuses 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 ($25,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses will be returned to the Company to the extent such accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).