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

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Stock, and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice Counsel to the Underwriters retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (vii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and othersand, as agreed to by with the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds prior consent of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)Company, others.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and Warrants Rights included in the Units, the Representative’s Common Stock and the Deferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (viiix) all costs and expenses of the preparation of leather bound volumes Company associated with “road show” marketing and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that associated with such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)trips.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangenecessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees, costs and expenses (including fees and disbursements of the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $25,000 for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in 100,000) and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the aggregate (less nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, subject to the preceding sentences, the Company shall remain liable for and promptly pay any amounts previously paid)other actual out-of-pocket expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangefiling fees, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, costs and expenses (including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivcounsel) filing fees incurred in registering the Offering with FINRA the NASD, (including all Public Offering System filing iv) fees); , costs and expenses incurred in listing the Company on the AMEX, (v) fees and disbursements of the transfer transfer, escrow and warrant agent; , (vi) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $10,000 for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)____) and disbursements and “road show” and diligence expenses.

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 related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and expenses relating to the preparation, printing, filing and mailing registration of the Ordinary Shares to be sold in the Offering (including the payment Option Shares) with the Commission; (b) all fees and expenses relating to the listing of postage with respect to such mailing) of Public Securities on the Registration Statement, Exchange and such other stock exchanges as the Preliminary Prospectus and/or the final Prospectus Company and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the UnderwritersRepresentative together determine; (iic) all fees, expenses and disbursements relating the printingregistration, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer qualification or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification exemption of the Public Securities under state the securities laws of such states or foreign securities or Blue Sky lawsjurisdictions as the Representative may reasonably designate (including, including without limitation, all filing and registration fees, and the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) reasonable fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road showblue sky” marketing “due diligence” meetings arranged by the Representative (none of counsel, which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) the costs of all mailing and printing of documents in connection with the Offering; (e) transfer and warrant agent and registrar feesand/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (xf) all other reasonable costs the fees and expenses incident of the Company’s accountants; and (g) a maximum of $100,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Offering documents, deal tracking software, printing and reproduction costs, accounting and other professional services and other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the performance Representative of its obligations hereunder which are $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not otherwise specifically provided for in this Section 3.12.1actually incurred. The Representative may 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 above herein to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)Underwriters.

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, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Sales Preliminary Prospectus and/or the final Prospectus Prospectus, all other Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if filing fees, costs and expenses (including disbursements for the public securities are not listed on a national securities exchange, Representative’s counsel) incurred in registering the qualification of Offering with the NASD and qualifying the Public Securities under state or foreign securities or Blue Sky laws or foreign securities laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for of counsel of the Representative’s choice retained for such purpose; , (iv) filing fees fees, costs and expenses incurred in registering listing the Offering with FINRA (including all Public Offering System filing fees); Company’s Securities on the American Stock Exchange, (v) fees and disbursements of the transfer Transfer Agent and warrant agent; , (vi) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather bound volumes transaction closing books, in form and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company satisfactory to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).transaction lucite cubes or similar

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Company paid the Representative $25,000 upon the execution of the engagement letter, and an additional $25,000 upon filing of the Registration Statement (collectively, with the initial $25,000 payment, the “Advance”) as an advance against out-of-pocket accountable expenses actually anticipated to be incurred by the underwriters. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less the Advance and any other amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) up to $50,000 in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xii) all of Representative’s legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $75,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Rights, and the Class A shares of Common Stock and Warrants included in the Units and Private Units, as applicable, and the Deferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign forseign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing and FINRA-related legal fees); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the RepresentativeParticipating Member; (ix) transfer taxesall costs and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $40,000. It is acknowledged that the Company has already paid $40,000 to the Representative. Notwithstanding the foregoing, any advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s Representatives’ choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesall costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses associated with such trips; (x) up to $100,000 for certain of the Underwriters’ expenses relating to the offering, including costs and fees incurred by expenses; (xi) all reasonable costs and expenses related to the Representative’s counsel, transfer and warrant agent and registrar feesRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the shares of Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) up to $17,500 in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xii) all of Representative’s legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1; provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $142,500 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangenecessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees, costs and expenses (including fees and disbursements of the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1 (but not including the legal expenses or costs incurred by the Representative which shall be the responsibility of the Representative). The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others. If the Offering contemplated by this Agreement is not consummated, other than as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds a result of a termination of the Offering payable under Section 10.2 due to adverse market conditions, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)100,000) and disbursements and "road show" and due diligence expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangefiling fees, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, costs and expenses (including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivcounsel) filing fees incurred in registering the Offering with FINRA the NASD, (including all Public Offering System filing iv) fees); , costs and expenses incurred in listing the Company on the AMEX, (v) fees and disbursements of the transfer transfer, escrow and warrant agent; , (vi) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $10,000 for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) up to $25,000 in fees and expenses incurred in registering the Offering with FINRA (FINRA, including all Public Offering System filing fees)counsel fees and expenses; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesall costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and legal or due diligence expenses incurred by the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)3.10.1.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ix) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xi) all of Representative’s legal expenses; and (xxii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $165,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; , (iii) if to the public securities are not listed on a national securities exchangeextent incurred in accordance with Section 3.3, expenses relating to the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice MWE retained for such purpose; purpose (such fees shall be $35,000 in the aggregate (of which $15,000 has previously been paid)), and a one-time fee of $5,000 payable to MWE for the preparation of the Secondary Market Trading Survey, (iv) filing fees fees, costs and expenses (including disbursements for the Representative’s counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; Transfer Agent, (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 or such greater amount as may be mutually agreed to by the Representative and the Company for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed $100,000 reimburse the Underwriters in full for their out of pocket expenses in connection with this Agreement or the aggregate (less any amounts previously paid)transactions contemplated herein, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Common Stock, and the Class A Common Stock and Warrants Rights included in the Units, and the Representative’s Common Stock including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) certain fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $25,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips.; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided. If the Offering is not consummated for any reason whatsoever, however, that such fees and expenses deducted from the net proceeds except as a result of the Offering payable Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 in reimburse the aggregate Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already paid $35,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Warrants and the Class A Common Stock and Warrants Rights included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s Representatives’ choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the transfer registrar and transfer, warrant agent, and right agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) $50,000 in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees reasonable costs and any expenses and fees incurred by related to the Representative’s counsel, transfer and warrant agent and registrar feesRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $120,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeChardan’s choice retained for such purposepurpose (such fees shall be $35,000 in the aggregate to be due on the Closing Date (of which $7,500 has previously been paid)), and a one-time fee of $5,000 payable to the counsel of Chardan’s choice for the preparation of the Secondary Market Trading Survey; (iv) filing fees incurred in registering the Offering with the FINRA (including all Public Offering System filing COBRADesk fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation preparation, binding and delivery of leather bound volumes in form and Lucite cube style reasonably satisfactory to Chardan and 12 transaction lucite cubes or similar commemorative items in a style as reasonably requested by the RepresentativeChardan; (viii) background checks on all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees including without limitation, all travel, food and executive officers as requested by the Representativelodging expenses associated with such trips; (ix) transfer taxesall costs associated with an independent third-party background investigation of each of the Company’s officers, all fees directors and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesInitial Shareholders in an amount not to exceed $15,000; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided. If the Offering is not consummated for any reason whatsoever, however, that such fees and expenses deducted from the net proceeds except as a result of the Offering payable Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 reimburse the Representative in full for their out-of-pocket accountable expenses actually incurred by the aggregate Representative, including, without limitation, their legal fees (less any amounts previously paid). Additionally, upon any such termination, the Representative shall return to the Company any portion of the amounts advanced towards the Underwriters’ discount (of which $50,000 has previously been paid (“Advance”)) in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Common Stock, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing feesfees which are not factored into the aggregate reimbursement to the Representative); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may deduct from 3.10.1 that the net proceeds of the Offering payable to Underwriters have notified the Company about on or prior to the Closing Date, or . The Company shall reimburse the Option Closing Date, if any, the Representative for all reasonable documented out-of-pocket expenses set forth above to be paid incurred by the Company to Representative in connection with the Representative and othersOffering, as agreed to by the Company in writing; providedincluding, howeverwithout limitation, that such its legal fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Stock, and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person), i-Deal system, and filing fees (including SEC filing fees); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights, and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1; provided, however, that such fees and expenses shall not exceed $125,000 in the aggregate (less any amounts previously paid). The Representative may 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 in sections (i)-(vi), (ix) and (x) set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the listing and qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for the counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (v) fees, costs and expenses incurred in listing the Company on the OTC Bulletin Board; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative Representative; and (none of which will be received or paid on behalf of an underwriter and related person); (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable actual, documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 per initial investigation (per individual) to an investigative search firm of the Representative’s choice to conduct an investigation of each of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever, then the Company shall not exceed $100,000 reimburse the Underwriters in the aggregate (less any amounts previously paid)full for their actual out-of-pocket expenses, including, without limitation, their legal fees and disbursements and “road show” and due diligence expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Warrants, the shares of Common Stock, the Rights and the Class A Common Stock and Warrants included in the Units and Placement Units, as applicable, and the Deferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA, FINRA (including all Public Offering System filing fees)legal fees not to exceed $25,000; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related persona Participating Member); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesall costs and expenses of the Company associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and legal or due diligence expenses incurred by the Company or Chardan incident to the performance of its their obligations hereunder hereunder, which are not otherwise specifically provided for in this Section 3.12.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, provided that such fees and the aggregate amount of these other reimbursable expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 100,000. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the aggregate Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. Notwithstanding the forgoing, any advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares, Rights and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 incidental to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Subunits, the Warrants included in the Units and Subunits, and the Class A Common Stock and Warrants Ordinary Shares included in the UnitsSubunits and issuable upon exercise of the Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA (including all Public Offering System filing feesfees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, memorandum, registration and qualification in an aggregate amount up to $25,000); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related personor an affiliated or associated person as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers, up to an aggregated amount of $26,000; (ixxi) transfer taxesall of the Underwriters’ “road show expenses”; (xii) all of Underwriters’ legal expenses, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesup to a maximum of $175,000; and (xxiii) all other reasonable costs and expenses incident incidental to the performance of its the Underwriters’ obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1; provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $201,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

General Expenses Related to the Offering. The Subject to Section 3.10.2, 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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the New York Stock Exchange or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may deduct from 3.10.1 that the net proceeds of the Offering payable to Underwriters have notified the Company about on or prior to the Closing Date, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Stock, and the Warrants included in the UnitsUnits and the Issuance Shares, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) transfer taxes payable upon the preparation sale, issuance or delivery of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesSecurities; and (xviii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. In addition, the Company will pay or reimburse the Representative, up to $125,000, in the aggregate, for the actual and reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of its obligations under this Agreement, including: (i) travel, lodging and other “road show” expenses; (ii) reasonable legal fees and expenses of the Representative’s legal counsel incurred in connection with the offering contemplated by this Agreement; (iii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; and (iv) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative. The Representative may 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 above in the immediately preceding sentence to be paid by the Company to the Representative and othersRepresentative, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts $25,000 previously paidpaid by the Company).

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 related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and expenses relating to the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) registration of the Registration Statement, Public Shares with the Preliminary Prospectus and/or Securities and Exchange Commission; (b) all fees and expenses relating to the final Prospectus listing of the Public Shares on the Exchange and such other stock exchanges as the Company and the printing Representatives together determine, including any fees charged by DTC; (c) all fees, expenses and mailing disbursements relating to the registration or qualification of this Agreement the Public Shares under “blue sky” or securities laws of such states of the United States of America and related documentsother jurisdictions designated by the Representatives, including the cost reasonable fees and expenses of blue sky counsel to the Representatives; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Shares under the securities laws of such foreign jurisdictions as reasonably designated by the Representatives; (e) the costs of all copies thereof mailing and printing of documents relating to the Offering (including, without limitation, the Underwriting Agreement, any amendments thereof or Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto supplied and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary); (f) transfer and/or stamp taxes, if any, payable upon our transfer of the Public Shares to the Underwriters; (g) the fees and expenses of the Company’s accountants; (h) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) all filing fees and communication expenses associated with the review of the Offering by FINRA; (j) expenses incurred by the Underwriters for any roadshow for the Offering up to $10,000; (k) the cost associated with the Representatives’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering up to $29,500; (l) all fees, expenses and disbursements relating to background checks of directors and officers of the Company in an amount not to exceed $10,000 in the aggregate; (m) the costs associated with bound volumes of the offering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; (n) the fees of counsel to the Underwriters in quantities as may be required by an amount not to exceed $140,000; provided, that the Underwriters; (ii) Company agrees to pay the printing, engraving, issuance and delivery fees of external counsel legal costs to the Unitsunderwriters regardless of whether the Offering is consummated, and the Class A Common Stock and Warrants included provided further that, in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are event there is not listed on a national securities exchangeClosing, the qualification of Company shall pay the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s actual expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident Underwriters for such legal counsel up to $50,000. The Company shall also pay to the performance Representatives a non-accountable expense allowance equal to 1% of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1the gross proceeds of the Offering at Closing. The Representative Representatives may 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 above herein to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)Underwriters.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s Representatives’ choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) up to $50,000 in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees reasonable costs and any expenses and fees incurred by related to the Representative’s counsel, transfer and warrant agent and registrar feesRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $75,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice Counsel to the Underwriters retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Blue Sky Counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including NASD filing fees for the Representative's counsel but excluding legal fees) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company up to a maximum of $20,000. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to . If the Offering contemplated by this Agreement is terminated by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds at any time after commencement of the Offering payable to road show, the Company shall not exceed reimburse the Representative in full for its out of pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees/up to a maximum of $100,000 in the aggregate (less any amounts previously paid)50,000.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $462,500. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or and the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representatives’ Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangenecessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees, costs and expenses (including fees and disbursements of the Representatives’ counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); FINRA, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter Representatives and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Representative Company also agrees that, if requested by the Representatives, it will engage and pay up to $25,000 for an investigative search firm of the Representatives’ choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representatives and the Company. The Representatives may 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 above in this Agreement to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their actually incurred out of pocket expenses, including, without limitation, its legal fees and disbursements (up to a maximum of $100,000 in the aggregate (less any amounts previously paid75,000).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares, Rights and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer. rights and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice 's counsel retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate of which $5,000 has previously been paid), and a one-time fee of $5,000 payable to the Representative's counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of $5,000 and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above herein to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the Underwriters, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)50,000) and disbursements.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if filing fees, costs and expenses (including disbursements for the public securities are not listed on a national securities exchange, Representative’s counsel) incurred in registering the qualification of Offering with the NASD and qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees fees, costs and expenses incurred in registering listing the Offering with FINRA (including all Public Offering System filing fees); Company on the Over the Counter Bulletin Board, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)[--------------________] ) and disbursements and “road show” and due diligence expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Warrants, the shares of Common Stock and Warrants Rights included in the Units, the Representative’s Common Stock and the Deferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA, FINRA (including all Public Offering System filing fees)legal fees not to exceed $15,000; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter a Participating Member; and related person); (viiix) all costs and expenses of the preparation of leather bound volumes Company associated with “road show” marketing and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees including without limitation, all travel, food and executive officers as requested lodging expenses associated with such trips, provided that the aggregate amount of reimbursable expenses shall not exceed $100.000. Notwithstanding the forgoing, any advances received by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident Representative will be reimbursed to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company extent not actually incurred in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paidaccordance with FINRA Rule 5110(g)(1)(A).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); and (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); ) (viivi) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ixvii) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar feesfees (viii) a $50,000 advance paid in two installments, $25,000 upon the execution of the engagement letter (which shall be reimbursable to the extent not actually incurred) and $25,000 concurrently with the filing of the Registration Statement with the Securities and Exchange Commission (collectively, the “Advance”) ; and (xix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1, with all of the Representative’s out-of-pocket expenses under this Section 3.12.1 not to exceed $150,000. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out of pocket accountable expenses actually incurred by the Representative up to an aggregate (less any amounts previously paid)amount of $150,000.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Underwriter's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained GT for such purpose; qualification (such fees and disbursements shall not exceed $30,000 in the aggregate), (iv) filing fees fees, costs and expenses (including disbursements for the Underwriter's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter Underwriter, and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Representative Company also agrees that, if requested by the Underwriter, it will engage and pay for an investigative search firm of the Underwriter's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Underwriter and the Company (not to exceed $2,500 per individual). The Underwriter may 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 above in this Agreement to be paid by the Company to the Representative Underwriter and others, others (as set forth on an agreed schedule to be furnished by the Company in writing; provided, however, that such fees and expenses deducted from Underwriter prior to the net proceeds of Closing Date). If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (exclusive of legal fees for State registration as described above) and disbursements and "road show" and due diligence expenses, to the extent such expenses exceed $100,000 in the aggregate (less any amounts the nonaccountable expense allowance previously paid). If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, Units and the Class A shares of Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representatives (none of which will be received or paid on behalf of an underwriter and related personParticipating Member); and (viiix) the preparation of leather bound volumes all costs and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on expenses associated with “road show” marketing and “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees travel, food and any lodging expenses and fees associated with such trips. The Company shall reimburse the Representatives for all reasonable documented out-of-pocket expenses incurred by the Representative’s counselRepresentative in connection with the Offering, transfer and warrant agent and registrar fees; and including, without limitation, its legal fees (x) all other reasonable costs and expenses incident less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company already paid $[ ] to the performance Representative, which shall be credited against the aggregate amount of $75,000. In addition, the Company will pay R.X. Xxxxxxxx & Co., Inc. a fee of $75,000 for its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1services as qualified independent underwriter. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants Rights included in the Units and Placement Units, as applicable, and the Representative’s Purchase Option and the Representative’s Securities, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a Nasdaq or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)and legal fees incurred by Chardan’s legal counsel in connection with FINRA related work; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related persona Participating Member); (viiix) all costs and expenses of the preparation of leather bound volumes Company associated with “road show” marketing and Lucite cube or similar commemorative items in a style as reasonably requested by “due diligence” trips for the RepresentativeCompany’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesofficers; and (xxi) all other reasonable costs and legal or due diligence expenses incurred by the Company or Chardan incident to the performance of its their obligations hereunder hereunder, which are not otherwise specifically provided for in this Section 3.12.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, provided that such fees and the aggregate amount of these other reimbursable expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 100,000. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the aggregate Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. Notwithstanding the forgoing, any advances received by the Representative will be reimbursed to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant rights agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $125,000. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the UnitsUnits and the Underwriters’ Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Chardan, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the RepresentativeChardan’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA (including fees and expenses of counsel to the Representative and all Public Offering System filing fees); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Representative; (ix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) the preparation preparation, binding and delivery of leather bound volumes in form and Lucite cube style reasonably satisfactory to Chardan and lucite cubes or similar commemorative items in such quantities and a style as reasonably requested by the RepresentativeChardan; (viiixi) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xii) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesofficers; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1; provided that the Company shall not reimburse the Representative for out-of-pocket accountable expenses in excess of $50,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided. If the Offering is not consummated for any reason whatsoever, however, that such fees and expenses deducted from the net proceeds except as a result of the Offering payable Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the aggregate Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. Additionally, upon any such termination, the Representative shall return to the Company any portion of the Advance previously recieved by the Representative (of which $50,000 has previously been paid (“Advance”)) in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees.

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: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person), i-Deal system, and filing fees (including SEC filing fees); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Stock, and the Warrants included in the UnitsUnits and the Issuance Shares, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) transfer taxes payable upon the preparation sale, issuance or delivery of leather bound volumes the Securities, and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. In addition, the Company will pay or reimburse the Representative, up to $25,000, in the aggregate, for the actual and reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of its obligations under this Agreement, including (i) travel, lodging and other “road show” expenses, (ii) reasonable legal fees and expenses of the Representative’s legal counsel incurred in connection with the offering contemplated by this Agreement, (iii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative, and (iv) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative. The Representative may 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 above in the immediately preceding sentence to be paid by the Company to the Representative and othersRepresentative, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 25,000 in the aggregate (less any amounts amount previously paidpaid by the Company).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Warrants, and the Class A Common Stock and Warrants Rights included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representatives, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s Representatives’ choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the transfer registrar and transfer, warrant agent, and right agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) up to $4,000 per person (or $6,000 per person for individuals for which international searches are required) in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees reasonable costs and any expenses and fees incurred by related to the Representative’s counsel, transfer and warrant agent and registrar feesRepresentatives’ road show; (xii) all of Representatives’ legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $150,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)Offering; (vvi) fees and disbursements of the registrar and transfer and warrant agent; (vivii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesall costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and legal or due diligence expenses incurred by the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)3.10.1.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the shares of Common Stock, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters for clearing FINRA in an amount equal to $20,000; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative, which payment shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Common Stock, and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xii) all of Representative’s legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $140,000 in the aggregate (less any amounts advanced against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters Underwriter in quantities as may be required by the UnderwritersUnderwriter; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Company’s shares of Common Stock and Warrants included in the UnitsStock, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements expenses of counsel to the transfer and warrant agentUnderwriter; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13(i) that the Underwriter have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Rights and the Class A Common Stock and Warrants included in the UnitsRepresentative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeChardan’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with the FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer agent and warrant Rights agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation preparation, binding and delivery of leather bound volumes in form and Lucite cube style reasonably satisfactory to Chardan, and 12 transaction lucite cubes or similar commemorative items in a style as reasonably requested by the RepresentativeChardan; (viii) background checks on all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (xix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1; provided that the Company shall not reimburse the Representative for out-of-pocket accountable expenses in excess of $65,000. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided. If the Offering is not consummated for any reason whatsoever, however, that such fees and expenses deducted from the net proceeds except as a result of the Offering payable Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 reimburse the Representative in full for their out-of-pocket accountable expenses actually incurred by the aggregate Representative, including, without limitation, their legal fees (less any amounts previously paid), up to an aggregate amount of $65,000. Additionally, upon any such termination, the Representative shall return to the Company any portion of the amounts advanced towards the Underwriters’ expenses, of which $45,000 was previously paid (the “Advance”), in excess of the out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, their legal fees.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Stock, and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) certain fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and Warrants Rights included in the Units, the Representative’s Common Stock and the Deferred Equity, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (viiix) all costs and expenses of the preparation of leather bound volumes Company associated with “road show” marketing and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees including without limitation, all travel, food and executive officers as requested lodging expenses associated with such trips, provided that the aggregate amount of reimbursable expenses shall not exceed $125,000. Notwithstanding the forgoing, any advances received by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident Representative will be reimbursed to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and othersextent not actually incurred in accordance with FINRA Rule 5110(g)(1)(a). If the Offering is not consummated for any reason whatsoever, as agreed to by then the Company in writing; provided, however, that such fees and aggregate amount of reimbursable expenses deducted from the net proceeds shall be capped at $40,000 (inclusive any of the Offering payable advance paid prior to signing the Company shall not exceed $100,000 in the aggregate (less any amounts previously paidAgreement).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants included in the UnitsUnits and the Representatives’ Purchase Option, including any transfer or other taxes payable thereon; , (iii) if payment of $40,000 to Loeb & Loeb, Underwriters’ legal counsel in connection with qualifying the public securities are not listed on a national securities exchangeOffering under the “Blue Sky” laws of the state specified by the Representatives, (iv) filing fees, costs and expenses incurred in registering the qualification of Offering with the FINRA and qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the (v) fees, costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees expenses incurred in registering listing the Offering with FINRA Company on the Over the Counter Bulletin Board, (including all Public Offering System filing fees); (vvi) fees and disbursements of the transfer and warrant agent; , (viviii) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative Representatives, (none of which will be received or paid on behalf of an underwriter and related person); (viiix) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representatives and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directorsRepresentatives, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Representative Representatives may 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 above in this Agreement to be paid by the Company to the Representative Representatives and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed $100,000 reimburse the Underwriters in the aggregate (less any amounts previously paid)full for their out of pocket expenses, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Class A ordinary shares, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangenecessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees, costs and expenses (including fees and disbursements of the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 per principal of the Company for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their actual accountable out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)100,000) and disbursements and "road show" and due diligence expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights, and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 in sections (i)-(vi), (ix) and (x) set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid). The expenses in sections (vii) and (viii) will be paid by the Company, up to an aggregate amount of $5,000.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; , (iii) if filing fees incurred in registering the public securities are not listed on a national securities exchange, the qualification of Offering with FINRA and legal fees and expenses incurred in qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements theretoif applicable, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees fees, costs and expenses incurred in registering listing the Offering with FINRA (including all Public Offering System filing fees); Company on the Nasdaq Stock Market, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather velo-bound volumes transaction “bibles,” in form and Lucite cube or similar commemorative items in a style as reasonably requested by satisfactory to the Representative; Representative and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable actual documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may deduct from If the net proceeds Offering contemplated by this Agreement is not consummated by reason of the Offering payable Company electing not to proceed with the Company on the Closing DateOffering, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed reimburse the Underwriters in full for their actual out of pocket expenses, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses up to an aggregate of $100,000 in the aggregate 75,000 (less any amounts an advance previously paidpaid to the Representative).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchangenecessary, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees, costs and expenses (including fees and disbursements of the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $25,000 for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)100,000) and disbursements and "road show" and due diligence expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares, the Warrants and Warrants the Rights included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesofficers; and (xxi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $100,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. Notwithstanding anything to the contrary herein, other than counsel and background check fees, Chardan will not incur any expense in excess of $5,000 without the Company’s prior written consent.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) up to $50,000 in fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees reasonable costs and any expenses and fees incurred by related to the Representative’s counsel, transfer and warrant agent and registrar feesroad show; (xii) all of Representative’s legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.8.1; provided, however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters shall not exceed $120,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice Xxxxx Xxxxx retained for such purpose; purpose (such fees shall be $35,000 in the aggregate (of which $15,000 has previously been paid)), and a one-time fee of $5,000 payable to Xxxxx Xxxxx for the preparation of the Secondary Market Trading Survey, (iv) filing fees, costs and expenses (including fees and disbursements for the Representative’s counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative, (vi) fees and disbursements of the transfer and warrant agent; , (vivii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative Representative, (none of which will be received or paid on behalf of an underwriter and related person); (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees Representative and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. If the Offering is successfully consummated, any such amounts paid by the Company shall be credited against the Representative's nonaccountable expense allowance (described below in Section 3.13.2). The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others. If the Offering contemplated by this Agreement is not consummated for any reason whatsoever, except as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds a result of the Offering payable Representative's breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 reimburse the Representative in full for its out of pocket expenses, including, without limitation, its legal fees and disbursements and “road show” and due diligence expenses. The Representative shall retain such part of the aggregate (less nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any amounts previously paid)other actual out-of-pocket expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesall costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and legal or due diligence expenses incurred by the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)3.10.1.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares, and Warrants the Rights included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMxxxx’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMxxxx; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMxxxx’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 115,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice counsel retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate of which $10,000 has previously been paid), and a one-time fee of $5,000 payable to the Representative’s counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including disbursements for the Representative’s counsel but not including legal fees for Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company (which expense is estimated at $20,000). The Representative may 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 above herein to be paid by the Company to the Representative and others, as agreed to by . If the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of elects not to proceed with the Offering payable to contemplated by this Agreement, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the Underwriters, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)25,000) and disbursements.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Common Stock, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ix) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xi) all of Representative’s legal expenses; and (xxii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $175,000 in the aggregate (less the $40,000 advance against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice counsel retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate of which $10,000 has previously been paid), and a one-time fee of $5,000 payable to the Representative’s counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including disbursements for the Representative’s counsel but not including legal fees for Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company (which expense is estimated at $15,500). The Representative may 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 above herein to be paid by the Company to the Representative and others, as agreed to by . If the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of elects not to proceed with the Offering payable to contemplated by this Agreement, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the Underwriters, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)25,000) and disbursements.

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 Closing Dateprior to each such date, all fees and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or and the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and Representative’ Purchase Option, the Class A shares of Common Stock and the Warrants included in the Units and the Representative’ Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed listing of the Public Securities on a national securities exchange, AMEX; (iv) the listing and qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, including the fees and disbursements for expenses of counsel to the Underwriters (such fees shall be capped at $35,000 in the aggregate (of which $15,000 has previously been paid)), and a one-time fee of $5,000 payable to the Representative’s choice retained counsel for such purposethe preparation of the Secondary Market Trading Survey, if required; (iv) filing fees incurred in registering the Offering with FINRA the NASD (including all Public Offering System filing COBRADesk fees); (v) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative, in an amount not to exceed $40,000; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes in quantity, form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viiiix) background checks on all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable Company costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such writing less the $25,000 which previously have been paid to Maxim by the Company. The Company has agreed to pay for the fees and expenses deducted from the net proceeds of an investigative search firm to conduct an investigation of the Offering payable to principals of the Company shall not exceed $100,000 in selected by the aggregate (less any amounts previously paid)Representative.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice 's counsel retained for such purposepurpose (such fees, but not disbursements, shall be capped at $35,000 in the aggregate (of which $15,000 has previously been paid)), and a one-time fee of $5,000 payable to the Representative's counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees fees, costs and expenses incurred in registering the Offering with FINRA the NASD (including all Public Offering System filing COBRADesk fees); (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative not to exceed $35,000 in the aggregate; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes closing documents in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viiiix) background checks on all costs and expenses associated with "road show" marketing and "due diligence" trips for the Company’s directors's management to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees reasonable travel, food and any lodging expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesassociated with such trips; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Representative may 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 above to be paid by the Company to the Representative and othersothers upon the Company's receipt from underwriter of prior written documentation of such expenses. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as agreed to shall be selected by the Representative. If the Offering is successfully consummated, any amounts paid by the Company in writing; providedconnection with such investigative search firm shall be credited against the non-accountable expenses to be paid to the Representative pursuant to Section 3.13.2 hereof. If the Offering is not consummated for any reason whatsoever, however, that such fees and expenses deducted from the net proceeds except as a result of the Offering payable Representatives or any Underwriter's breach or default with respect to any of its obligations described in this Agreement, then the Company shall not exceed $100,000 reimburse the Representative in full for their out of pocket accountable expenses actually incurred by the aggregate (less Representative, including, without limitation, its legal fees and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any amounts previously paid)other actual out-of-pocket expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares, Rights and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA (including fees and expenses of counsel to the Representative and all Public Offering System filing fees); (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) the preparation preparation, binding and delivery of leather bound volumes in form and Lucite cube style reasonably satisfactory to Chardan and 12 transaction lucite cubes or similar commemorative items in a style as reasonably requested by the RepresentativeChardan; (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated with such trips; (xi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all the fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar feesCounsel; (xiii) a $50,000 advance paid upon the execution of the engagement letter (which shall be reimbursable to the extent not actually incurred); and (xxiv) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1, with all of the Representative’s out-of-pocket expenses under sub-sections 3.10.1(viii)-(xiii) not to exceed $150,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $100,000.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Class A Ordinary Shares, the Warrants and the Class A Common Stock and Warrants Rights included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, warrant and warrant rights agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer transfer, warrant and warrant rights agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 Company expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing filing, mailing and mailing delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or and the final Prospectus Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (iiiii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per person (in the case of U.S. jurisdiction) or $5,000 (in the case of non-US jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters (including not to exceed $20,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; , (viviii) all of the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none and any presentations made available by way of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on net roadshow, including without limitation trips for the Company’s directorsmanagement to meet with prospective investors, director nominees all travel, food and executive officers as requested lodging expenses associated with such trips incurred by the Representative; Company or such management, and (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10. The If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others, as agreed to . If the Offering is not consummated for any reason (other than a breach by the Company in writing; providedRepresentative of any of its obligations hereunder), however, that such fees and expenses deducted from the net proceeds of the Offering payable to then the Company shall not exceed $100,000 reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the aggregate Representative related to FINRA matters, subject to the limitations in clause (less any amounts previously paid)v) of this Section 3.10.

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: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice Counsel to the Underwriters retained for such purposepurpose of $35,000 in the aggregate (of which $5,000 has previously been paid)), and a one-time fee of $5,000 payable to Loeb for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (vii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13. The Company also agrees that it will reimburse Representative for the cost of the investigative search firm of the Representative's choice that conducted an investigation of the principals of the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and othersand, as agreed to by with the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds prior consent of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid)Company, others.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and a Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such the fees and expenses deducted from the net proceeds of the Offering payable to the Company (or otherwise reimbursed by the Company to Maxim) shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares and the Class A Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); and (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent taxes and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice 's counsel retained for such purposepurpose (such fees shall be capped at $35,000 in the aggregate of which $5,000 has previously been paid), and a one-time fee of $5,000 payable to the Representative's counsel for the preparation of the Secondary Market Trading Survey; (iv) filing fees, costs and expenses (including fees of $5,000 and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative; (vi) fees and disbursements of the transfer and warrant agent; (vivii) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)Representative; (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above herein to be paid by the Company to the Representative and others, as agreed to by . If the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of elects not to proceed with the Offering payable to contemplated by this Agreement, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket accountable expenses actually incurred by the Underwriters, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)50,000) and disbursements.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants the Rights included in the Units, the Representative’s Purchase Option and the Representative’s Shares , including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing and FINRA-related legal fees); (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person)a Participating Member; (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar feesofficers; and (xxi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for all reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $150,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company. Notwithstanding anything to the contrary herein, other than counsel and background check fees, Chardan will not incur any expense in excess of $5,000 without the Company’s prior written consent. Notwithstanding the forgoing, any advances received by the Representative will be paid back to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(1)(A).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares and Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, rights, and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Underwriter's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained GT for such purpose; qualification (such fees and disbursements shall not exceed $30,000 in the aggregate), (iv) filing fees fees, costs and expenses (including disbursements for the Underwriter's counsel) incurred in registering the Offering with FINRA (including all Public Offering System filing fees); the NASD, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter Underwriter, and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1. The Representative Company also agrees that, if requested by the Underwriter, it will engage and pay for an investigative search firm of the Underwriter's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Underwriter and the Company (not to exceed $2,500 per individual). The Underwriter may 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 above in this Agreement to be paid by the Company to the Representative Underwriter and others, others (as set forth on an agreed schedule to be furnished by the Company in writing; provided, however, that such fees and expenses deducted from Underwriter prior to the net proceeds of Closing Date). If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (exclusive of legal fees for State registration as described above) and disbursements and "road show" and due diligence expenses, to the extent such expenses exceed $100,000 in the aggregate (less any amounts the nonaccountable expense allowance previously paid). If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Ordinary Shares, Rights and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer transfer, right and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Class A Common Stock and Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if filing fees, costs and expenses (including disbursements for the public securities are not listed on a national securities exchange, Representative's counsel) incurred in registering the qualification of Offering with the NASD and qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees fees, costs and expenses incurred in registering listing the Offering with FINRA (including all Public Offering System filing fees); Company on the Over the Counter Bulletin Board, (v) fees and disbursements of the transfer and warrant agent; , (vi) the Company’s 's expenses associated with “"due diligence" and "road show” marketing “due diligence” " meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); Representative, (vii) the preparation preparation, binding and delivery of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; Representative and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.11.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $9,000 for an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed $100,000 reimburse the Underwriters in the aggregate (less any amounts previously paid)full for their actual out of pocket expenses, including, without limitation, its legal fees and disbursements and "road show" and due diligence expenses.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus Sale and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the listing and qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees in an amount equal to $20,000 and disbursements for the Representatives’ counsel of the Representative’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the NASD; (v) fees, costs and expenses incurred in listing the Company on the Over the Counter Bulletin Board, (vi) fees and disbursements of the transfer and warrant agent; , (vivii) the Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative Representative, and (none of which will be received or paid on behalf of an underwriter and related person); (viiviii) the preparation preparation, binding and delivery of leather bound volumes transaction “bibles,” in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees Representative and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable actual, documented costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Company also agrees that, if requested by the Representative, it will engage and pay up to $5,000 for an investigative search firm of the Representative’s choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company. The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by . If the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of elects not to proceed with the Offering payable to contemplated by this Agreement for any reason whatsoever, then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in the aggregate (less any amounts previously paid)25,000) and disbursements and “road show” and due diligence expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA (including all Public Offering System filing fees)and the reasonable fees of the Representative’s legal counsel; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related or an affiliated or associated person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ix) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; and (xxi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $150,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred), plus additional amounts related to background searches not to exceed $40,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and/or and the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the Units, including any transfer or other taxes payable thereon; , (iii) if filing fees incurred in registering the public securities are not listed on a national securities exchange, the qualification of Offering with FINRA and legal fees and expenses incurred in qualifying the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (iv) filing fees fees, costs and expenses incurred in registering quoting the Offering with FINRA (including all Public Offering System filing fees); Securities on the OTC Bulletin Board, (v) all fees and disbursements of the transfer and warrant agent; , (vi) the all Company’s expenses associated with “due diligence” and “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received Representative, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or paid on behalf of an underwriter and related person)such management; (vii) the preparation preparation, binding and delivery of leather velo-bound volumes transaction “bibles,” in form and Lucite cube or similar commemorative items in a style as reasonably requested by satisfactory to the Representative; and (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company acknowledges that it has advanced to the Representative an aggregate amount of $25,000 for its anticipated out-of-pocket accountable expenses. The Representative may deduct from the net proceeds of the Offering payable to shall reimburse the Company for such advance on the Closing Date, or . If the Option Closing Date, if any, the expenses set forth above to be paid Offering contemplated by this Agreement is not consummated by reason of the Company electing not to proceed with the Representative and othersOffering, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to then the Company shall not exceed $100,000 reimburse the Representative in the aggregate (full for their actual accountable out of pocket expenses incurred, including, without limitation, its reasonable legal fees and disbursements and “road show” and due diligence expenses, less any amounts previously paid)paid by the Company.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of the registrar and transfer and rights and warrant agent; (viix) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiixi) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxii) transfer taxes, all fees the preparation of leather bound volumes and any expenses and fees incurred by lucite cube mementos in such quantities as the Representative’s counsel, transfer and warrant agent and registrar fees; Underwriter may reasonably request and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 that the Underwriters have notified the Company about on or prior to the Closing Date . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 150,000 in the aggregate aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $150,000. It is acknowledged that the Company has already paid $50,000 to the Representative. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock Ordinary Shares and Warrants Rights included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the RepresentativeMaxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant rights agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by the RepresentativeMaxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the RepresentativeMaxim’s counsel, transfer and warrant rights agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 125,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, Units and the Class A shares of Common Stock and Warrants included in the Units, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); and (viiix) the preparation of leather bound volumes all costs and Lucite cube or similar commemorative items in a style as reasonably requested by the Representative; (viii) background checks on expenses associated with “road show” marketing and “due diligence” trips for the Company’s directorsmanagement to meet with prospective investors, director nominees and executive officers as requested by the Representative; (ix) transfer taxesincluding without limitation, all fees travel, food and lodging expenses associated with such trips; provided, however, that the Company shall not reimburse any costs and expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all Underwriters other reasonable costs and expenses incident than the fee of $75,000 for the QIU pursuant to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.11.5 above. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, the Common Stock, Warrants and the Class A Common Stock and Warrants Rights included in the UnitsUnits and the Representative’s Warrants, including any transfer or other taxes payable thereon; (iiiiv) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with FINRA (including all Public Offering System filing fees)the FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers as requested by the Representativeofficers; (ixxi) transfer taxes, all fees and any expenses and fees incurred by of the Representative’s counsel, transfer and warrant agent and registrar fees“road show expenses”; (xii) all of Representative’s legal expenses; and (xxiii) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.10.1 provided, however, that all such costs and expenses pursuant to this Section 3.10.1 and otherwise which are incurred by the Underwriters shall not exceed $112,500 in the aggregate (less any amounts advanced against out-of-pocket expenses, which shall be reimbursable to the extent such out-of-pocket expenses are not actually incurred). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).

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 Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; , (ii) the printing, engraving, issuance and delivery of the Units, and the Class A shares of Common Stock and the Warrants included in the UnitsUnits and the Representative's Purchase Option, including any transfer or other taxes payable thereon; , (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “"Preliminary Blue Sky Memorandum,” " and all amendments and supplements thereto, fees and disbursements for counsel of the Representative’s choice ___ retained for such purpose; purpose (such fees shall be $________ in the aggregate (of which $________ has previously been paid)), and a one-time fee of $5,000 payable to ___ for the preparation of the Secondary Market Trading Survey, (iv) filing fees, costs and expenses (including fees of Representative's counsel and disbursements for the Representative's counsel) incurred in registering the Offering with FINRA the NASD (including all Public Offering System filing COBRADesk fees), (v) costs of placing "tombstone" advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representative (not to exceed $_______ in the aggregate); (vvi) fees and disbursements of the transfer and warrant agent; , (vivii) the Company’s 's expenses associated with “road show” marketing “"due diligence” " meetings arranged by the Representative Representative, (none of which will be received or paid on behalf of an underwriter and related person); (viiviii) the preparation preparation, binding and delivery of four sets of leather bound volumes transaction "bibles," in form and Lucite cube style reasonably satisfactory to the Representative and transaction lucite cubes or similar commemorative items in a style and quantity as reasonably requested by the Representative; (viii) background checks on the Company’s directors, director nominees Representative and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by the Representative’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.13.13.1. The Company also agrees that, if requested by the Representative, it will engage and pay for (at a cost not to exceed $10,000) an investigative search firm of the Representative's choice to conduct an investigation of the principals of the Company as shall be selected by the Representative. If the Offering is successfully consummated, any such amounts paid by the Company pursuant to the immediately preceding sentence shall be credited against the Representative's nonaccountable expense allowance (described below in Section 3.13.2). The Representative may 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 above in this Agreement to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of . If the Offering payable to contemplated by this Agreement is not consummated for any reason whatsoever then the Company shall not exceed reimburse the Underwriters in full for their out of pocket expenses, including, without limitation, its legal fees (up to a maximum of $100,000 in 50,000) and disbursements and "road show" and due diligence expenses. The Representative shall retain such part of the aggregate (less nonaccountable expense allowance previously paid as shall equal its actual out-of-pocket expenses and refund the balance. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any amounts previously paid)other actual out-of-pocket expenses.

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: (i) the preparationCompany’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, filing and mailing (including the payment of postage with respect to such mailing) of and delivering the Registration Statement, the Preliminary Prospectus and/or the and final Prospectus contained therein and the printing amendments thereto, post-effective amendments and mailing of supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iiiii) the printing, engraving, issuance and delivery of the Units, and the Class A Common Stock and Warrants the Rights included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iiiiv) if the public securities Public Securities are not listed on a the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky lawslaws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the Representative’s choice retained for such purpose; (ivv) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees)FINRA; (vvii) fees and disbursements of the registrar and transfer and warrant rights agent; (viviii) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (viiix) all costs and expenses associated with “road show” marketing and “due diligence” trips for the preparation of leather bound volumes Company’s management to meet with prospective investors, including without limitation, all travel, food and Lucite cube or similar commemorative items in a style as reasonably requested by the Representativelodging expenses associated with such trips; (viiix) all fees, expenses and disbursements relating to background checks on of the Company’s directors, director nominees and executive officers officers; and (xi) the preparation of leather bound volumes and lucite cube mementos in such quantities as requested by the Representative; (ix) transfer taxes, Underwriter may reasonably request. The Company shall reimburse the Representative for all fees and any reasonable documented out-of-pocket accountable expenses and fees incurred by the Representative’s counselRepresentative in connection with the Offering, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of including, without limitation, its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may 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 above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such legal fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid), up to an aggregate amount of $175,000. It is acknowledged that the Company already paid $50,000 to the Representative, which shall be credited against the aggregate amount of $175,000. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.