Common use of Payment of General Expenses Related to the Offering Clause in Contracts

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (j) the costs of preparing, printing and delivering certificates representing the Securities; (k) fees and expenses of the transfer agent for the Common Stock; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (m) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (n) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representative may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter Representative may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representative may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the Securities; (kh) fees and expenses of the transfer agent for the Common Stock; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mj) the fees and expenses of the Company’s accountants; (ok) the Company’s actual “road show” expenses for the Offering, and (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; Representative (ncollectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the Underwriternegotiated set fees and disbursements of the Representative’s Counsel in connection with the Offering, which shall be $[125,000], of which $[35,000] has been advanced on a refundable and accountable basis; and (B) a non-accountable expense allowance of $[35,000] for all other expenses of the Underwriters incurred in connection with the Offering, including (i) all FINRA Public Offering System filing fees associated with the review of the Offering by FINRA, (ii) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s Underwriters’ actual “road show” expenses for the Offering; , and (riv) the Underwriters’ costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter Representative may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, . In no event will the aggregate expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not Underwriters under this Agreement exceed $135,000[160,000].

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Common Stock on NASDAQ and such other stock exchanges Capital Market as the Company and the Underwriter Representatives together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $1,000 per individual; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums this Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representatives may reasonably deem necessary, ; (ie) the costs and expenses of the public relations firm, if any; (jf) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kg) fees and expenses of the transfer agent for the Common StockShares; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mh) the fees and expenses of the Company’s accountants; (oi) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (nj) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s all actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing DateUnderwriters, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the reasonable fees and expenses disbursements of the Underwriter’s counselAK up to $125,000. It is agreedunderstood, that however, that, except as provided in this Section 3.12 and Section 5 hereof, the expenses to be reimbursed to the Underwriter, in the aggregate for any and Underwriters will pay all of their own costs and expenses associated with stock transfer taxes on resale of any of the above, will not exceed $135,000Public Securities by them and any advertising expenses connected with any offers they may make.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Common Stock Nasdaq Global Market and on NASDAQ and such other stock exchanges as the Company and the Underwriter Representatives together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $31,500; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representatives may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (he) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representatives may reasonably deem necessary, ; (if) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kh) fees and expenses of the transfer agent for the Common StockShares; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterInvestors; (mj) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (nm) $24,029 for the Underwriter’s Representatives’ use of i-DealDealogic’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ AMEX and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable TimeEffective Date; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectusespreliminary prospectuses, Prospectuses the Time of Sale Prospectus, Prospectus and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Underwriter may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (j) the costs of preparing, printing and delivering certificates representing the Securities; (k) fees and expenses of the transfer agent for the Common Stock; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and Lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (np) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (pq) the Underwriter’s actual “road show” expenses for the Offering; (r) the Underwriter’s costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The expenses of the Underwriter for which the Company will be responsible in the aggregate for the foregoing expense will be $135,000 The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and Underwriter, for which there has been no advance, up to a maximum of $105,000, representing the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the counsel and certain other expected expenses to be reimbursed to of the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Shares on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $5,000 per individual; (ed) the negotiated, set reasonable fees and disbursements of the Underwriter’s counsel, which will depend on the actual fees and disbursements of such counsel in connection with the Offering, which but in no event shall be exceed $125,000, of which $30,000 has been paid prior to the Applicable Time150,000; (fe) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (gf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (ih) the costs and expenses of the public relations firm, if any; (ji) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kj) fees and expenses of the transfer agent for the Common StockShares; (lk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (no) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (rq) the Underwriter’s costs of mailing prospectuses to prospective investors; and (sr) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and Underwriter. Notwithstanding anything in this Section 3.7 to the balance contrary, in no event shall the payment by the Company of expenses hereunder exceed $35,000, excluding the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, counsel set forth in the aggregate for any and all of the above, will not exceed $135,000subsection (d) hereof.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, be responsible for all expenses incident to the performance of the its obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the CompanyCompany to verify the disclosure in the Registration Statement; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (gf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, ; (ih) the costs and expenses of the its public relations firm, if any; (ji) the costs of preparing, printing and delivering certificates representing the Securities; (k) Securities and fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (nm) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (pn) the UnderwriterCompany’s actual “road show” expenses for the Offering; (r) . The Underwriter has the costs of mailing prospectuses right to prospective investors; and (s) one-half deduct from the net proceeds of the costs associated with advertising Offering any advance made by the Offering in Underwriter to pay for the national editions expenses of the Wall Street Journal and New York Times after the Closing DateCompany. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing DateDate an accountable expense allowance of up to $200,000; provided, or the Option Closing Datethat any costs and expenses that are considered an item of value pursuant to FINRA Rule 5110(c)(3)(A) will be paid from, if anyand not in addition to, the expenses set forth herein $200,000 maximum accountable expense allowance to be paid received by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter Underwriters together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Underwriters may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter Underwriters may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Underwriters may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mk) the fees and expenses of the Company’s accountants; and (ol) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (collectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the negotiated set fees and disbursements of the Representative’s counsel in connection with the Offering, which shall be $150,000, of which $30,000 has been advanced on a refundable, accountable basis; (nB) all other expenses of the Underwriters incurred in connection with the Offering, including (i) all Public Offering System filing fees associated with the review of the Offering by FINRA, (ii) the Underwriter’s Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s Underwriters’ actual “road show” expenses for the Offering; , and (riv) the Underwriters’ costs of mailing prospectuses to prospective investors; and (s) one-half , up to a maximum of the costs associated with advertising the Offering in the national editions $10,000 for all such expenses, of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company which $10,000 has been advanced on the Closing Datea refundable, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000accountable basis.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mk) the fees and expenses of the Company’s accountants; and (ol) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (collectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the negotiated set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been advanced on a refundable, accountable basis; (nB) all other expenses of the Underwriter incurred in connection with the Offering, including (i) all COBRADesk filing fees associated with the review of the Offering by FINRA, (ii) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s actual “road show” expenses for the Offering; , and (riv) the Underwriter’s costs of mailing prospectuses to prospective investors, up to a maximum of $35,000 for all such expenses; and (sC) one-half the fees and expenses of Chardan as the costs associated with advertising the Offering in the national editions qualified independent underwriter, which shall be $110,000, of the Wall Street Journal and New York Times after the Closing Datewhich $25,000 has been advanced for expenses on a refundable, accountable basis. The Underwriter may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Shares on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $5,000 per individual; (ed) the negotiated, set reasonable fees and disbursements of the Underwriter’s counsel, which will depend on the actual fees and disbursements of such counsel in connection with the Offering, which but in no event shall be exceed $125,000, of which $30,000 has been paid prior to the Applicable Time150,000; (fe) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (gf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (ih) the costs and expenses of the public relations firm, if any; (ji) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kj) fees and expenses of the transfer agent for the Common StockShares; (lk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (no) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (rq) the Underwriter’s costs of mailing prospectuses to prospective investors; and (sr) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, be responsible for all expenses incident to the performance of the its obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the CompanyCompany to verify the disclosure in the Registration Statement; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (gf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, ; (ih) the costs and expenses of the its public relations firm, if any; (ji) the costs of preparing, printing and delivering certificates representing the Securities; (k) Securities and fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (nm) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (pn) the UnderwriterCompany’s actual “road show” expenses for the Offering; (r) . The Underwriter has the costs of mailing prospectuses right to prospective investors; and (s) one-half deduct from the net proceeds of the costs associated with advertising Offering any advance made by the Offering in Underwriter to pay for the national editions expenses of the Wall Street Journal and New York Times after the Closing DateCompany. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance Date a non-accountable expense allowance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed no more than $135,000175,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Shares on NASDAQ and such other stock exchanges or over-the-counter markets as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $[_____] per individual; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to $[_____]; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (he) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, ; (if) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kh) fees and expenses of the transfer agent for the Common StockShares; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterInvestors; (mj) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (nm) $[_____] for the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (pn) up to $[_____] to cover the Underwriter’s actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Shares on NASDAQ and such other stock exchanges or over-the-counter markets as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $1,000 per individual; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to $20,000; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (he) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, ; (if) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kh) fees and expenses of the transfer agent for the Common StockShares; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterInvestors; (mj) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (nm) $10,000 for the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (pn) up to $215,000 to cover the Underwriter’s actual “road show” expenses and legal fees (excluding blue sky counsel) for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if anyprovided, the expenses set forth herein to be paid by the Company to the Underwriter in clauses (c), (m) and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will (n) shall not exceed $135,000250,000 in the aggregate.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Managing Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Managing Underwriter may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Managing Underwriter may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Managing Underwriter may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mk) the fees and expenses of the Company’s accountants; (ol) the Company’s actual “road show” expenses for the Offering and (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; Managing Underwriter (ncollectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the Underwriter’s negotiated set fees and disbursements of the Underwriters’ counsel in connection with the Offering, which shall be $150,000, of which $25,000 has been advanced on a refundable and accountable basis; and (B) a non-accountable expense allowance of $35,000 for all other expenses of the Underwriters incurred in connection with the Offering, including (i) all FINRA Public Offering System filing fees associated with the review of the Offering by FINRA, (ii) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s Underwriters’ actual “road show” expenses for the Offering; , and (riv) the Underwriters’ costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Managing Underwriter may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, . In no event will the aggregate expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not Underwriters under this Agreement exceed $135,000185,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Underwriting Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRAFINRA and all reasonable fees and disbursements of Pillsbury in connection with such review; (c) all fees and expenses relating to the listing of the Common Stock Securities on NASDAQ the [NYSE Amex/Nasdaq] and such other stock exchanges as the Company and the Underwriter Representative together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companyin an amount not to exceed $5,000 per individual; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Pillsbury in connection with such registration or qualification, [it being agreed that (i) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (ii) if the Offering is commenced on the [Nasdaq Capital Market] or on the [OTC Bulletin Board], the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel (or, if “blue sky” work by such counsel was commenced prior to the execution of this Underwriting Agreement, no later than the date of this Underwriting Agreement) and an additional $5,000 on the Closing Date]; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter Representative may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums blue sky surveys and, if appropriate, any Agreement Among Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwriterunderwriter’s Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representative may reasonably deem necessary, (ig) the costs and expenses of the Company’s public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterRepresentative; (k) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (1) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (no) the Underwriter$10,000 cost associated with the Representative’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the UnderwriterRepresentative’s actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses Offering up to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date$10,000. The Underwriter Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed Representative to the Underwriter, in extent not paid before the aggregate for any and all of the above, will not exceed $135,000Closing Date.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter Underwriters together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s Underwriters’ counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Underwriters may reasonably designate; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter Underwriters may reasonably designate; (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Underwriters may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (j) the costs of preparing, printing and delivering certificates representing the Securities; (k) fees and expenses of the transfer agent for the Common Stock; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (m) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (n) the Underwriter’s Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s Underwriters’ actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter Underwriters and the balance of the fees and expenses of the Underwriter’s Underwriters’ counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as NASDAQ; (c) all FINRA Public Offering System filing fees associated with the Company and review of the Underwriter together determineOffering by FINRA; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representative may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities Shares under the securities laws of such foreign jurisdictions as the Underwriter Representative may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representative may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares, to the extent any of the shares are certificated; (kh) fees and expenses of the transfer agent for the Common Stock; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mj) the fees and expenses of the Company’s accountants; (ok) the Company’s actual “road show” expenses for the Offering, and (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives (ncollectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date and in addition to the Company Expenses, a non-accountable expense allowance in an amount equal to [●]% of the Purchase Price for all expenses of the Underwriters incurred in connection with the Offering, including (i) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company, (ii) the Underwriter’s Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s Underwriters’ actual “road show” expenses for the Offering; , (riv) the Underwriters’ costs of mailing prospectuses to prospective investors; , and (sv) one-half the fees and disbursements of the costs associated Representative’s Counsel in connection with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DateOffering. The Underwriter Representative may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time135,000; (f) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (i) the costs and expenses of the public relations firm, if any; (j) the costs of preparing, printing and delivering certificates representing the Securities; (k) fees and expenses of the transfer agent for the Common Stock; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and Lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (np) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (pq) the Underwriter’s actual “road show” expenses for the Offering; (r) the Underwriter’s costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel, for which there has been no advance. It is agreed, agreed that the expenses to be reimbursed to the Underwriter, in the aggregate Underwriter for any and all of the above, above will not exceed $135,000175,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Managing Underwriter together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fc) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Managing Underwriter may reasonably designate; (gd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Managing Underwriter may reasonably designate; (he) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Managing Underwriter may reasonably deem necessary, (if) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the Securities; (kh) fees and expenses of the transfer agent for the Common Stock; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mj) the fees and expenses of the Company’s accountants; (ok) the Company’s actual “road show” expenses for the Offering and (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; Managing Underwriter (ncollectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the Underwriter’s use negotiated set fees and disbursements of i-Deal’s book-building, prospectus tracking and compliance software for the Underwriters’ counsel in connection with the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (r) the costs , which shall be $150,000, of mailing prospectuses to prospective investorswhich $25,000 has been advanced on a refundable and accountable basis; and (sB) onean additional non-half accountable expense allowance of $37,500 for all other expenses of the costs associated Underwriters incurred in connection with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DateOffering. The Managing Underwriter may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, . In no event will the aggregate expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not Underwriters under this Agreement exceed $135,000187,500.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Managing Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Managing Underwriter may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Managing Underwriter may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Managing Underwriter may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterUnderwriters; (mk) the fees and expenses of the Company’s accountants; (ol) the Company’s actual “road show” expenses for the Offering and (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; Managing Underwriter (ncollectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the Underwriter’s use negotiated set fees and disbursements of i-Deal’s book-building, prospectus tracking and compliance software for the Underwriters’ counsel in connection with the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (r) the costs , which shall be $150,000, of mailing prospectuses to prospective investorswhich $25,000 has been advanced on a refundable and accountable basis; and (sB) onean additional non-half accountable expense allowance of $ 37,500 for all other expenses of the costs associated Underwriters incurred in connection with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DateOffering. The Managing Underwriter may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, . In no event will the aggregate expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not Underwriters under this Agreement exceed $135,000187,500 .

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mk) the fees and expenses of the Company’s accountants; and (ol) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (collectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the negotiated set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $150,000, of which $30,000 has been advanced on a refundable, accountable basis; (nB) all other expenses of the Underwriter incurred in connection with the Offering, including (i) all Public Offering System filing fees associated with the review of the Offering by FINRA, (ii) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s actual “road show” expenses for the Offering; , and (riv) the Underwriter’s costs of mailing prospectuses to prospective investors; and (s) one-half , up to a maximum of the costs associated with advertising the Offering in the national editions $10,000 for all such expenses, of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company which $10,000 has been advanced on the Closing Datea refundable, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000accountable basis.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Common Stock Nasdaq Global Market and on NASDAQ and such other stock exchanges as the Company and the Underwriter Representatives together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Companydirectors; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter Representatives may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel; (g) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (he) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky Memorandums Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter Representatives may reasonably deem necessary, ; (if) the costs and expenses of the public relations firm, if any; (jg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (kh) fees and expenses of the transfer agent for the Common StockShares; (li) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwriterInvestors; (mj) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (nm) the Underwriter’s costs and expenses for the Representatives’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriter’s actual “road show” expenses for the Offering; (r) the costs of mailing prospectuses to prospective investors; and (s) one-half of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.

Payment of General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on NASDAQ Nasdaq and such other stock exchanges as the Company and the Underwriter together determine; (dc) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the Company; (e) the negotiated, set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $125,000, of which $30,000 has been paid prior to the Applicable Time; (fd) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate; (ge) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (hf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Memorandums and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Underwriter may reasonably deem necessary, (ig) the costs and expenses of the public relations firm, if any; (jh) the costs of preparing, printing and delivering certificates representing the Securities; (ki) fees and expenses of the transfer agent for the Common Stock; (lj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (mk) the fees and expenses of the Company’s accountants; and (ol) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (collectively, the “Company Expenses”). Furthermore, the Company hereby agrees to pay on the Closing Date, to the extent not paid prior to the Closing Date and in addition to the Company Expenses, (A) the negotiated set fees and disbursements of the Underwriter’s counsel in connection with the Offering, which shall be $150,000, of which $25,000 has been advanced on a refundable and accountable basis; and (nB) all other expenses of the Underwriter incurred in connection with the Offering, including (i) all FINRA Public Offering System filing fees associated with the review of the Offering by FINRA, (ii) the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , (piii) the Underwriter’s actual “road show” expenses for the Offering; , and (riv) the Underwriter’s costs of mailing prospectuses to prospective investors; and (s) one-half , up to a maximum of the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date$_____________ for all such expenses. The Underwriter may also deduct from the net proceeds of the Offering the foregoing fees and expenses, other than the Company Expenses, subject to deduction for any amounts previously advanced, payable to by the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriter and the balance of the fees and expenses of the Underwriter’s counsel. It is agreed, that the expenses to be reimbursed to the Underwriter, in the aggregate for any and all of the above, will not exceed $135,000.