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, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Common StockShares and Warrants; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative’s maximum aggregate expense reimbursement allowance will be $150,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(k)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all actual Public FINRA Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (ciii) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (div) all fees, expenses expenses, and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s Exchange listing; (ev) all actual fees, expenses expenses, and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jviii) the fees and expenses of the Company’s accountants; and (kix) the fees and Seventy-Five Thousand Dollars ($75,000) for expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the UnderwritersUnderwriter, including, without limitation, including legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all actual Public FINRA Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (ciii) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the Exchange; (div) all fees, expenses expenses, and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (ev) all actual fees, expenses expenses, and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (jviii) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mix) the due diligence fees and expenses of the Underwriters, including, without limitation, Seventy-Five Thousand Dollars ($75,000) for legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Underwriter’s counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $150,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersUnderwriter, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $75,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (f)(2)(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in and the Offering Representative’s Securities with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities and the Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of Public Securities and the Public Representative’s Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Public Securities and the Representative’s Securities from the Company to the Underwriters; and (jh) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, ; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Underwriter’s Counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 50,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter’s Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock ADSs on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Representative (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 150,000 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Representative acknowledges receipt of $________ (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid 25,000, subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not required to reimburse the underwriters’ counselRepresentative more than $150,000 in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Closing Shares, Option Shares, Warrant Shares and Conversion Shares on the ExchangeTrading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (ge) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer agent Transfer Agent for the Common StockSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company)[, including, without limitation, fees and expenses pursuant to the Preferred Stock Agency Agreement and/or Warrant Agency Agreement]; (h) the fees and expenses of the Company's accountants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors which background checks shall be authorized by the Company; and (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for . In addition to the Offering up to a maximum of $10,000; and (m) the due diligence fees and aforementioned expenses of the UnderwritersCompany, including, without limitation, legal fees and expenses of the Underwriters Company will also reimburse the Representative for all travel and other diligence out-of-pocket expenses; provided that these actual accountable expenses , including the reasonable fees, costs and disbursements of the Underwriters its legal counsel, which shall not exceed $110,000 be limited to, in the aggregate $60,000 (less any retainer inclusive of $25,000 previously paid by the Company as an advance, which such advance shall be returned to the RepresentativesCompany to the extent that it is not offset by actual expenses in the Offering) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or any each Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeNYSE American; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Representative Counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 75,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Representative in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 Representative Counsel in the aggregate (less any retainer previously paid to event that the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including Offering is consummated or $25,000 if the fees and disbursements of the underwriters’ counselOffering is not consummated. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Units and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $10,000 to such counsel at Closing); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Units, shares of Common Stock, shares of Underlying Common Stock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all the fees and expenses of the Underwriter’s legal counsel not to exceed $75,000, (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request in an amount not to exceed $3,000; and documented (n) the Underwriters’ actual “road show” expenses for the Offering up not to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel12,500. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all actual fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeNYSE MKT LLC, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel, not to exceed $50,000; (p) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); ); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockPublic Securities; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters’ legal counsel not to exceed $125,000; (q) the cost associated with the use of Ipreo’s book-building, includingprospectus tracking and compliance software for the Offering; (r) data services and communications expenses; and (s) the Underwriters’ actual accountable “road show,” market making and trading, without limitationand clearing firm settlement expenses for the Offering. Notwithstanding the foregoing, legal fees and expenses of the Company’s obligations to reimburse the Underwriters and other diligence expenses; provided that these actual accountable for any out-of-pocket expenses of actually incurred as set forth in the Underwriters preceding sentence shall not exceed $110,000 150,000 in the aggregate (less any retainer previously paid aggregate, including but not limited to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the reasonable legal fees and disbursements of the underwriters’ counselroad show expenses as described therein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs and expenses of its public relations firm, if any; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented the Company’s actual “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented expenses of the Underwriters’ legal counsel in the amount not to exceed $75,000, (m) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering Offering, (n) up to a maximum $2,500 of the costs associated with receiving commemorative mementos and lucite tombstones, (o) $10,000; 20,000 for the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software in connection with the Offering, (mp) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and officer background checks (fees, expenses of the Underwriters and disbursements for such background checks not to exceed $10,000), travel expenses and other diligence expenses; , less $50,000 representing a total retainer payable to the Representative, of which (x) $20,000 was previously advanced as a retainer, and (y) $30,000 shall be due and payable immediately upon the Company’s filing the Registration Statement identifying the Representative as the lead manager in connection with the Offering, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselbe returned. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the fees and expenses of the Underwriters’ legal counsel in the amount not to exceed $50,000, (m) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and expenses of the Underwriters officer background checks and other diligence expenses, less $20,000 representing a total retainer previously advanced as a retainer; provided that these actual accountable expenses of the Underwriters underwriter shall not exceed $110,000 125,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)aggregate, including the fees and disbursements of the underwriters’ underwriter’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Units and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $25,000 to such counsel at Closing); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Units, shares of Common Stock, shares of Underlying Common Stock and Preferred Shares and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $70,000 (less the $25,000 previously advanced, provided that any portion of the advance not utilized shall be returned); and (m) up to $20,000 for the Underwriter’s actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $10,000; 100,000 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described in clauses (d), (l) and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $175,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersUnderwriter, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $40,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(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: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all actual fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeNasdaq Capital Market, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Closing Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System FINRA filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Closing Shares, Warrant Shares and Common Stock underlying the Underwriters' Warrants on the ExchangeNYSE MKT; (d) all actual fees, expenses and disbursements relating to background checks of the Company's officers and directors in an amount not to exceed $2,000 per individual and $6,000 in the aggregate such expenses to be documented prior to being reimbursed; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities such securities to be sold hereunder under the “"blue sky” " securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); )); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such securities to be sold hereunder under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing any of the Public Securitiessecurities to be sold hereunder; (hi) fees and expenses of the transfer agent for the Common StockStock or warrant agent for the Warrants; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsRepresentatives; (k) the fees and expenses of the Company’s 's accountants; and (l) the fees and expenses of the Company's legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Class A Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) the fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); (ecounsel, subject to a limit of $5,000, which will be the Representative’s counsel) all actual feesunless such filings are not required in connection with the Company’s proposed listing on a national exchange, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designateif applicable; (f) the costs of all mailing and printing of the Offering documents; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gi) the costs and expenses of a public relations firm; (j) the costs of preparing, printing and delivering certificates representing the Public Securities; (hk) fees and expenses of the transfer agent for the shares of Class A Common Stock; (il) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; (q) the fees and expenses of Representative’s Counsel and (r) the Underwriters’ actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of $10,000; and (m) reimburse the due diligence fees and Representative for any expenses of set forth in the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 150,000 in the aggregate (less any retainer previously inclusive of the $50,000 advance paid to by the Representatives) in addition to any expenses reimbursed pursuant to clause (l) aboveCompany), including but not limited to the legal fees and disbursements of the underwriters’ counselroad show expenses as described therein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned other than amounts advanced to the issuer to Representative as of the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)date of this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeNasdaq; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Representative Counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the fees and expenses of the Company’s accountants; and (kl) the $50,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented including “road show” expenses for the Offering up to a maximum of $10,000; ”, diligence and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, reasonable legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselfor Representative Counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel (such fees and disbursement of counsel not to exceed $30,000)); (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) [reserved]; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel (esuch fees and disbursement of counsel not to exceed $30,000)); (f) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mo) the due diligence fees and expenses of the Underwriters, including, without limitation, Underwriter’s legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall counsel not to exceed $110,000 in the aggregate 150,000 (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the such cap inclusive of fees and disbursements of the underwriters’ counselcounsel pursuant to clauses (b) and (e) of this Section 3.9.1). The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “"blue sky” " securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “"blue sky” counsel); " counsel which will be the Underwriter's Counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers' Agreement, Underwriter's Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company's transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsUnderwriter; (k) the fees and expenses of the Company’s 's accountants; (l) the fees and expenses of the Company's legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 25,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter's Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Ordinary Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities ; (h) fees and expenses of the transfer and warrant agent for the Common StockOrdinary Shares, Pre-funded Warrants and the Warrants; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsaccountants and legal counsel; and (k) the $100,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Representative Counsel. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel); (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000; and (p) the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $150,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersUnderwriter, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Underwriter acknowledges receipt of $75,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Underwriter will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, to the extent not paid at the Closing Date or any prior Option Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the fees and expenses of the Underwriters’ legal counsel in the amount not to exceed $75,000, (m) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (mn) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees director and expenses of the Underwriters officer background checks and other diligence expenses, less $25,000 representing a total retainer previously advanced as a retainer; provided that these actual accountable expenses of the Underwriters underwriter shall not exceed $110,000 125,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)aggregate, including the fees and disbursements of the underwriters’ underwriter’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel which will be the Underwriter’s Counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the Company’s transfer agent for the Common Stockagent; (ij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lm) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) 100,000 for the due diligence actual fees and expenses of incurred by the Underwriters, including, without limitation, Underwriter in connection with the Offering including the legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses Underwriter’s Counsel regardless of whether the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering is consummated. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the fees and expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; ) not to exceed a total of $175,000 (less amounts previously advanced, provided that these actual accountable expenses any portion of the Underwriters advance not utilized shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) abovebe returned), including the fees and disbursements of the underwriters’ counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In The Representative acknowledges receipt of $70,000 (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (f)(2)(c).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (ik) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000 in the aggregate., each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000 and the fees and expenses of the Underwriter’s PRC legal counsel, in an amount not to exceed RMB350,000 in the event of a Closing of the Offering, or $80,000 if there is no Closing; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Representative’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $30,000 (the “Advance”) against the Representative’s out-of-pocket accountable expenses and the Company is subject to make additional $50,000 payment to the Representative if there is not a closing. The advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned to the Company at the Closing Date, providedor the Option Closing Date, howeveras applicable. Notwithstanding anything to the contrary in this Section 3.11.1, that in the event that the Offering this Agreement is terminatedterminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company agrees to reimburse will pay the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses actually incurred in connection with the offering will be returned as allowed under FINRA Rule 5110 to the issuer to Underwriters through the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(Cdate of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance 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, limited to a maximum of $100,000, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel); (c) all fees and expenses relating to the listing of the Common Stock such Securities on the ExchangeExchange and such other stock exchanges as the Company and the Underwriter together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); ); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriter, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; and (q) Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)Underwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Offering Statements, Prospectuses Final Offering Circulars and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Offering Circulars and final Prospectuses Final Offering Circulars as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented “road show” expenses for of the Offering up Representative’s legal counsel not to a maximum of exceed $10,000; and 150,000, (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks (not to exceed $5,000), travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) (n) the Underwriter’s use of the Underwriters Ipreo book-building software for the Offering, (o) “road-show” expenses for the Offering and (p) the costs associated with receiving commemorative mementos and lucite tombstones for the Offering. The maximum aggregate expense reimbursement allowance under subparagraphs (l) through (p) shall not exceed $110,000 in 180,000. The Representative, with the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements prior approval of the underwriters’ counsel. The Representatives Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c7(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities ADSs to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such ADSs on the ExchangeNasdaq Global Market; (dc) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such ADSs under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (fd) the costs of all mailing and printing of the offering documents, Registration Statements, ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriter may reasonably deem necessary; , (ge) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (hf) fees and expenses of the transfer agent Depositary for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jg) the fees and expenses of the Company’s accountants; (kh) the fees and expenses of the Company’s legal counsel and other agents agents; and representatives; (li) all reasonable and documented actual “road show” expenses for the Offering incurred by the Company. The Underwriter is also entitled to reimbursement of up to a maximum of $10,000; and (m) the due diligence fees and expenses 150,000 of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable Underwriter’s out-of-pocket expenses incurred relating to the Offering, including but not limited to (a) reasonable travel and out-of-pocket expense in connection with the offering will Offering; (b) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (c) cost of due diligence meetings not exceeding $[number] in the aggregate; and (d) preparation of printed documents for closing and deal mementos with costs not exceeding $[number]. Any remaining costs and expenses of the Underwriter shall be returned borne by the Underwriter. The Underwriter acknowledges that US$[number] of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)this Section 3.7.1.

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: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all actual fees and expenses relating to the listing of the Common Stock such Securities on the ExchangeNYSE MKT LLC, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate ; (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the shares of Common Stock; (ik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request and which expense shall not exceed $2,000 in total; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lo) all reasonable the fees and documented expenses of the Underwriter’s legal counsel, not to exceed $50,000; (p) the $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under this Agreement, including: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters Underwriters, director and officer background checks and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all actual Public Offering Filing System filing fees and communication expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock Securities on the ExchangeExchange and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company's officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel; (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (fg) the costs of all mailing and printing of the Offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent for the Common StockOrdinary Shares; (ik) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones not to exceed $5,000 in the aggregate., each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the fees and documented expenses of the Underwriter’s legal counsel not to exceed $150,000 and the fees and expenses of the Underwriter’s PRC legal counsel, in an amount not to exceed RMB350,000 in the event of a Closing of the Offering, or $80,000 if there is no Closing; (q) the $29,500 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $20,000 of the Representative’s actual accountable “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counselOffering. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $30,000 (the “Advance”) against the Representative’s out-of-pocket accountable expenses and the Company is subject to make additional $50,000 payment to the Representative if there is not a closing. The advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned to the Company at the Closing Date, providedor the Option Closing Date, howeveras applicable. Notwithstanding anything to the contrary in this Section 3.11.1, that in the event that the Offering this Agreement is terminatedterminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company agrees to reimburse will pay the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses actually incurred in connection with the offering will be returned as allowed under FINRA Rule 5110 to the issuer to Underwriters through the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(Cdate of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance 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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid 50,000, subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not required to reimburse the underwriters’ counselRepresentative more than $150,000 in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)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: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock ADSs on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockADSs; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountantsAuditor; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000Underwriters; and (ml) the due diligence fees and expenses of the Underwriters, Representative (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) not to exceed a total of the Underwriters shall not exceed $110,000 204,500 in the aggregate (less amounts previously advanced, provided that any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements portion of the underwriters’ counseladvance not utilized shall be returned). The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(g)(i)) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) hereof. In The Representative acknowledges receipt of $________ (“Advance”) prior to the event date hereof. Notwithstanding the offering is terminatedforegoing, the Advance received against reasonable out-of-pocket expenses incurred in connection with by the offering Representative will be returned reimbursed to the issuer Company to the extent that the expenses were not actually incurred in accordance compliance with FINRA Rule 5110(f)(2)(C5110 (g)(4)(a).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel, which will be Representative Counsel, it being agreed that such fees and expenses will be limited to a payment of $25,000 to such counsel at Closing); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockStock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the UnderwritersUnderwriter’s legal counsel not to exceed $50,000. Notwithstanding the foregoing, including, without limitation, legal fees and the Company’s obligations to reimburse the Representative for any out-of-pocket expenses of actually incurred as set forth in the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 75,000 in the aggregate (less any retainer previously paid aggregate, including but not limited to the Representativesreasonable legal fees as described in clauses (d) in addition to any expenses reimbursed pursuant to clause and (l) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of pay, or reimburse if paid by any Underwriter, whether or not the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, expenses incident to the performance of the obligations of the Company under transactions contemplated hereby are consummated or this Agreement, includingAgreement is terminated: (a) all filing fees the costs incident to the authorization, issuance, sale, preparation and communication expenses relating delivery of the Public Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Securities to be sold in under the Offering with Securities Act and the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRAExchange Act; (c) all fees and expenses relating the costs incident to the listing of the Common Stock on the Exchange; (d) all feespreparation, expenses printing and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (f) the costs of all mailing and printing distribution of the Registration StatementsStatement, Prospectuses any Preliminary Prospectus, the Sale Preliminary Prospectus and all the Prospectus, any amendments, supplements and exhibits thereto and as many preliminary the costs of printing, reproducing and final Prospectuses as distributing the “Agreement Among Underwriters” between the Representatives may reasonably deem necessaryand the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d)(i) the filing fees incurred in registering the Offering with FINRA and (ii) the filing fees relating to qualifying the Offering under state securities or “blue sky” laws, and the fees and expenses of counsel for the Underwriters incurred in connection with clauses (i) and (ii) of this clause (d) in an amount equal to $30,000; (e) the listing and application fees of the NASDAQ Capital Market; (f) all fees and expenses of the registrar and transfer agent of the Public Securities; (g) the printing, engraving, issuance and delivery of the Public Units, the Public Shares and the Public Warrants, including any transfer or other taxes payable thereon (h) the costs and expenses of preparing, printing and delivering certificates representing the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Public Securities; (h) , including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the transfer agent for road show presentations with the Common Stock; prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show pre-approved by the Company, and (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company all other costs and expenses incident to the Underwriters; offering of the Public Securities or the performance of the obligations under this Agreement (j) including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (k) provided that, except to the extent otherwise provided in this Section 3.10.1 and in Sections 5.1.3 and 5.1.4, the Underwriters shall pay their own costs and expenses, including the fees and expenses of its counsel, any transfer taxes on the Company’s legal counsel resale of any Public Securities by them and other agents and representatives; (l) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of advertising any offering of the Public Securities made by the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (jh) the fees and expenses of the Company’s accountants; accountants and (ki) the $100,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented including “road show” expenses for the Offering up to a maximum of $10,000; ”, diligence, and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, reasonable legal fees and expenses of disbursements for the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ Representative’s counsel. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, ; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lthe “Representative Legal Expenses”) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,00050,000; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ). The Representative’s maximum aggregate expense reimbursement allowance will be $57,500. The Representative, with the prior approval of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)Company, including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Offering Statements, Prospectuses Final Offering Circulars and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Offering Circulars and final Prospectuses Final Offering Circulars as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable the fees and documented “road show” expenses for of the Offering up to a maximum of $10,000; and Representative’s legal counsel, (m) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks (not to exceed $5,000), travel expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses ) (n) the Underwriter’s use of the Underwriters Ipreo book-building software for the Offering, (o) “road-show” expenses for the Offering and (p) the costs associated with receiving commemorative mementos and lucite tombstones for the Offering. The maximum aggregate expense reimbursement allowance under subparagraphs (l) through (p) shall not exceed $110,000 in 120,000. The Representative, with the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements prior approval of the underwriters’ counsel. The Representatives Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c7(c) hereof. In the event the offering Offering is terminatednot consummated, the Advance received against reasonable Company hereby agrees to pay the fees and expenses of the Representative’s legal counsel and any and all outstanding accountable out-of-pocket expenses incurred in connection with within fifteen (15) calendar days of receipt by the offering will be returned to Company of the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)reasonable documentation for such expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Public Securities and the Underlying Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common StockStock and the warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented “road show” expenses, diligence expenses for the Offering up to a maximum of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and of Representative’s counsel not to exceed in the aggregate $60,000. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses of actually incurred as set forth in the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 60,000 in the aggregate (less any retainer previously paid aggregate, including but not limited to the Representativesreasonable legal fees as described in clauses (d) in addition to any expenses reimbursed pursuant to clause and (lk) above), including the fees and disbursements of the underwriters’ counselherein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Datepreviously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the Common Stock; (i) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the CompanyRepresentative’s legal counsel and other agents and representatives; (lthe “Representative Legal Expenses”) all reasonable and documented “road show” expenses for the Offering up to a maximum of $10,000100,000; and (ml) the due diligence fees and expenses of the Underwriters, Underwriter (including, without limitation, domestic and foreign legal fees and counsel, background checks, travel expenses of the Underwriters and other diligence expenses); provided that these actual accountable (m) the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (n) “road show” expenses for the offering; and (o) the costs associated with receiving commemorative mementos and lucite tombstones. The Representative’s maximum aggregate expense reimbursement allowance for such expenses will be $125,000. In addition to the forgoing, the Company shall be responsible for the costs of background checks on its senior management in an amount not to exceed $7,500. The Representative, with the prior approval of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above)Company, including the fees and disbursements of the underwriters’ counsel. The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option each Over-Allotment Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities securities to be sold in the Offering under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities securities to be sold in the Offering under the securities laws of such foreign jurisdictions as the Representatives Underwriter may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent Transfer Agent for the Common Stocksecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities sold in the Offering from the Company to the UnderwritersAegis; (jh) the fees and expenses of the Company’s accountants; and (ki) the $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (l) all reasonable and documented including “road show” expenses for the Offering up to a maximum of $10,000; ”, diligence, and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, reasonable legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed $110,000 in the aggregate (less any retainer previously paid to the Representatives) in addition to any expenses reimbursed pursuant to clause (l) above), including the fees and disbursements of the underwriters’ for Underwriter’s counsel. The Representatives Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option each Over-Allotment Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on NASDAQ and such other stock exchanges as the ExchangeCompany and the Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); designate; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives Underwriters may reasonably designate; (f) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Underwriters may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) Securities and fees and expenses of the transfer agent Transfer Agent for the shares of Common Stock; (ih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (lk) all reasonable and documented the Company’s actual “road show” expenses for the Offering up Offering. With respect to a maximum any transaction pursuant to the Offering, the Company’s obligation to reimburse expenses incurred by the Representative, with the exception of $10,000; and (m) the due diligence fees and expenses of the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters shall not exceed , will be $110,000 in the aggregate (less any retainer previously paid [_____], subject to the Representatives) in addition Representative’s delivery of appropriate expense reports. With respect to any expenses reimbursed transaction pursuant to clause (l) above)the Offering, including the fees and disbursements of Company will not be required to reimburse the underwriters’ counselRepresentative more than $[_____] in legal fees. The Representatives may Representative has the right to deduct from the net proceeds of the Offering payable any advance made by the Underwriters to the Company on the Closing Date, or any Option Closing Date, if any, pay for the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by of the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the issuer to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)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: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Class A Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) the fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel); (ecounsel, subject to a limit of $5,000, which will be the Representative’s counsel) all actual feesunless such filings are not required in connection with the Company’s proposed listing on a national exchange, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designateif applicable; (f) the costs of all mailing and printing of the Offering documents; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives Representative may reasonably deem necessary; [(gi) the costs and expenses of a public relations firm; ](j) the costs of preparing, printing and delivering certificates representing the Public Securities; (hk) fees and expenses of the transfer agent for the shares of Class A Common Stock; (il) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and representatives; (lp) all reasonable the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and documented compliance software for the Offering; (q) the fees and expenses of Representative’s Counsel and (r) the Underwriters’ actual accountable “road show” expenses for the Offering up Offering. Notwithstanding the foregoing, the Company’s obligations to a maximum of $10,000; and (m) reimburse the due diligence fees and Representative for any expenses of set forth in the Underwriters, including, without limitation, legal fees and expenses of the Underwriters and other diligence expenses; provided that these actual accountable expenses of the Underwriters preceding sentence shall not exceed $110,000 150,000 in the aggregate (less any retainer previously inclusive of the $50,000 advance paid to by the Representatives) in addition to any expenses reimbursed pursuant to clause (l) aboveCompany), including but not limited to the legal fees and disbursements of the underwriters’ counselroad show expenses as described therein. The Representatives Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned other than amounts advanced to the issuer to Representative as of the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C)date of this Agreement.