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

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at 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 Common Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), 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 Common Shares Public Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) fees and expenses of the warrant agent for the Warrants; (l) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 15,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative ThinkEquity may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm as set forth in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) 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 as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000150,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; (sr) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses for the Offering, and (ts) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rp) up to $10,000 for data services and communications expenses; and (sq) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the Representative agrees that fees and expenses of its legal counsel shall not exceed $75,000 if Offering is not consummated.

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 and the Deposit Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of Registration Statement, Preliminary Prospectus, the Common Shares to be sold in the Offering (including the Option Shares) with the CommissionProspectus and ADS Registration Statement; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pd) fees and expenses of the Representative’s legal counsel Counsel, up to $125,000; (e) the Underwriters’ “road show” expenses for the Offering, up to $75,000, (f) Underwriters’ expenses relating to due diligence, up to $75,000, and (g) Underwriters’ expenses relating to background checks of $8,000, with all of the Underwriters’ actual out-of-pocket expenses under sub-sections 3.10.1(d)-(g) not to exceed $125,000; (q) 283,000. Any out-of-pocket expenses above $5,000 are to be pre-approved by the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 7.3 hereof.

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 Common Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (md) the costs associated with one set of bound volumes of the public offering materials as well as receiving 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pe) fees and expenses of the Representative’s legal counsel Counsel; and (f) the Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under sub-sections 3.10.1(d)-(f) not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500162,900. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 6.3 hereof.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) 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 8.3.

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 Common Shares to be sold in the Offering (including the Option Shares) Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative EX Xxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be EX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all 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 Representative EX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersEX Xxxxxx; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel directors and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel officers in an amount not to exceed $125,00015,000 in the aggregate; (qj) up to $20,000 of EX Xxxxxx’x actual accountable road show expenses for the Offering; (k) the $29,500 cost associated with the Representative’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rl) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (tm) up the fees for EX Xxxxxx’x legal counsel amount not to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500100,000. The Representative may deduct up to an aggregate reimbursement of $170,000 from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Representatives may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board, and the reasonable fees upon the commencement of “blue sky” work by such counsel of up to $10,000; (f) all 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 Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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 Representatives may reasonably request, in an amount not request up to exceed $3,000 in aggregate5,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative Counsel not to exceed $100,000; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 21,775 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representatives as of the date of this Underwriting 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 up to an aggregate of $125,000 of 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000counsel; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $5,000); (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (fvi) if necessary, all 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 Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mxi) the costs associated with one set of bound or compact-disc 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, request in an amount not to exceed $3,000 in the aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qxiv) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rxv) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For , if the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Offering is consummated. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (fe) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 cost costs associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses. The expenses to be paid by the Company and (t) up reimbursed to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses Underwriters under this Section 3.10 shall not exceed $214,500150,000. In addition, the Company shall be responsible for all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Representatives may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board; (f) all 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 Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) 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; (ml) 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 Representatives may reasonably request, in an amount not request up to exceed $3,000 in aggregate2,500; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00060,000; (p) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; and (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that the maximum amount that the Company shall pay for items (rd), (l), (o), (p) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tq) up to shall be $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500127,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representatives as of the date of this Underwriting 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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; expenses and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the 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 Common Shares ADSs to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities ADSs on the Exchange Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual, which fees, expenses and disbursements shall not exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (fd) all 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 Representative may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Deposit Agreement, Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; , (h) the costs and expenses of a public relations firm; (if) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the Public SecuritiesADSs; (jg) fees and expenses of the Transfer Agent Depositary and transfer agent for the Common SharesADSs; (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees and expenses the costs associated with post-Closing advertising of the Representative’s legal counsel not to exceed $125,000; (q) Offering in the $29,500 cost associated with national editions of the Representative’s use of Ipreo’s book-building, prospectus tracking Wall Street Journal and compliance software New York Times except that that Company shall only reimburse the Representative for the Offeringcosts of this subsection (k) if the Company gives its prior written consent to such advertisements; and (rl) up to $10,000 7,500 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to the provisions of Section 3.10.3, 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, an amount equal to the sum of all documented out-of-pocket and other 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification qualification, if required, of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000; the parties recognize, however, that the Underwriter will incur no such blue sky counsel fees if and to the extent the Securities are listed on the Exchange); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions jurisdictions, if required as reasonably designated by the Representative may reasonably designateUnderwriter and agreed by the Company; (g) the costs of all printing and mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any the Underwriting Agreement among Underwriters, and the Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common SharesSecurities as well as for the clearing firms that will transfer the Securities to the investors therein; (k) any stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; (p) the reasonable fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00030,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking reasonable travel expenses; and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and reasonable clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500DTC charges. The Representative Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriter.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (qo) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For Notwithstanding the sake of clarityforegoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500100,000 in the aggregate, including but not limited to the legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters other than amounts advanced to the Representative as of the 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 related to the Offering or otherwise 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the Company’s public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (l) 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 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, request in an aggregate amount not to exceed $3,000 in aggregate5,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel in an amount not to exceed $125,000135,000; (qp) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in clauses (d), (l), (o), (p), (q) and (r) above in the foregoing expenses preceding sentence shall not exceed $214,500175,000 in the aggregate for such foregoing fees and expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Placement Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities Placement Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000; the parties recognize, however, that the Representative will incur no such blue sky counsel fees if and to the extent the Placement Shares are listed on the Exchange); (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Placement Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesPlacement Shares; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock as well as for the clearing firms that will transfer the Placement Shares to the investors therein; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) up to $25,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; and (q) the fees and expenses of the Representative’s underwriters’ legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,50075,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $10,000 at Closing); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Datebe 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 Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all feesexpenses, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; designate (f) including, without limitation, all fees, expenses filing and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; registration fees); (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, and any “blue sky sky” surveys and, if appropriate, any Agreement agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and expenses of a public relations firm; lucite tombstones in an aggregate amount not to exceed $5,000; (if) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; Securities; (jg) fees and expenses of the Transfer Agent for the Common Shares; Securities (kincluding, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel representatives not to exceed $125,000; 95,000 and, if the Offering is not consummated, not to exceed $50,000; (qk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) up to $20,000 of XX Xxxxxx’x actual accountable road show expenses for the Offering; and (m) $29,500 cost associated with the Representative’s XX Xxxxxx’x use of IpreoXxxxx’s book-book building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake any avoidance of claritydoubt, the aggregate reimbursement for the foregoing reimbursable accountable expenses shall are not to exceed $214,50095,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, any amounts paid or payable under this Section 4.06(d) in no way limits or impairs the indemnification and contribution obligations set forth in Article 6 hereof and any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(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 shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate including external attorneys fees (not to exceed $20,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the he Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be XX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all 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 Representative XX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the UnderwritersXX Xxxxxx; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel directors and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel officers in an amount not to exceed $125,00015,000 in the aggregate; (qj) up to $20,000 of XX Xxxxxx’x actual accountable road show expenses for the Offering; (k) the $29,500 cost associated with the Representative’s XX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rl) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (tm) up the fees for XX Xxxxxx’x legal counsel, in an amount not to exceed $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering150,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds XX Xxxxxx’x external counsel legal costs detailed in this Section irrespective of whether the Offering payable is consummated or not, subject to a maximum amount of up to $50,000 in the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersevent that there is not a Closing.

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 Common Shares Public Securities to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors Directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent for the Common SharesAgent; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with one post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York Times; (ml) the costs associated with one set of bound volumes CD form of the public offering materials as well as commemorative mementos and or lucite tombstones, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (nm) the fees and expenses of the Company’s accountantsAuditor; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) fees all other costs and expenses expense of the Representative’s legal counsel not Company incident to exceed $125,000; (q) the $29,500 cost associated with Offering or the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 performance of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Company under this Agreement. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The Representative acknowledges receipt of $75,000 (the “Advance”) prior to the date hereof of the actual expenses incurred by the Representative in connection with the Offering as set forth in this Section 3.8.1. Notwithstanding the foregoing, the Advance received by the Representative will be reimbursed to the Company to the extent that the expenses were not actually incurred in compliance 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 Common Shares Public Securities to be sold in the Offering (including the Option Conversion Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Conversion Shares and the Shares of Common Stock underlying the Representative’s Warrants on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing 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, in an amount not to exceed $3,000 2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; designate in an amount not to exceed $10,000 in the aggregate (f) all 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 Representative may reasonably designatedesignate in an amount not to exceed $10,000 in the aggregate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.;

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNasdaqCM; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel), it being agreed that such fees and expenses will be limited if the offering is commenced on the NasdaqCM to make a payment of $2,500 to such counsel on the Closing Date; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement agreement among Underwritersunderwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The 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 tombstonestombstones in an aggregate amount not to exceed $5,000, each of which the Company or its designee shall provide will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the reasonable and documented fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00065,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (r) upon successful completion of the Offering, up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all 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 such Public Securities Closing Shares, Warrant Shares and Conversion Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, but excluding the fees and expenses of Blue Sky counsel; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryprospectuses to prospective investors; (he) the costs and expenses of a the public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesPublic Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mi) 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 will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (pl) fees and expenses the costs associated with advertising the Offering in the national editions of the Representative’s legal counsel Wall Street Journal and New York Times after the Closing Date. To the extent the Company has not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications previously paid such expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all 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 such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all actual filing and registration fees, and the actual fees and expenses of Blue Sky counsel, such fees of counsel not to exceed $5,000 in the aggregate); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the Company’s public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pl) the Underwriters’ costs of mailing prospectuses to prospective investors; and (m) up to $10,000 with respect to the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500firm. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) to the extent approved by the Company in writing, the costs associated with post-Closing 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (po) the fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (qp) the $29,500 cost associated with the Representative’s use of if Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Representatives actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing The aforementioned Representative’s expenses shall not exceed be limited to a maximum of $214,500125,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mj) the costs associated with one set of bound volumes of the public offering materials materials, as well as the costs associated with commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000 in aggregate, 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 10,00 for data services and communications expenses; and (sp) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $15,000 at Closing); (f) all 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 Representative may reasonably designatedesignate (with the approval of the Company required for any foreign offering jurisdictions); (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Sharestransfer agent and warrant agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 as well as commemorative mementos and lucite tombstones, in an amount not to exceed $2,500 in the aggregate, 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The Company’s obligation for payment of the Representative’s accountable expenses on the Closing Date, excluding the Advance (as such term is defined in Section 8.3 hereof), shall not exceed $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; expenses and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all 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 such Public Securities the Closing Shares, Option Shares, [Pre-Funded Warrant Shares] and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (he) the costs and expenses of a the Company’s public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesSecurities (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 Warrant Agency Agreement; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nh) the fees and expenses of the Company’s accountants; and (oi) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident related to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares shares of Series D Preferred Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers Named Executive Officers and directors in an amount directors, which fees shall not to exceed $7,000 in the aggregate7,500; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the Common Sharesshares of Series D Preferred Stock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (qo) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For Notwithstanding the sake of clarityforegoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500100,000 in the aggregate, including, but not limited to, the legal fees and road show expenses as described therein but excluding the background check set forth in (d) hereof. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersRepresentative. The $25,000 advance previously paid to the Representative (the “Advance”) shall be applied towards the out-of-pocket expenses set forth in this Section 3.10 and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Company further agrees that, in addition to the expenses payable pursuant to this Section 3.10, on the Closing Date and on the Option Closing Date, as applicable, it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of Public Securities.

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 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all 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 such Public the Closing Securities and Options Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNasdaq; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Xxxxxxxxxxxx Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the Company’s public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) the Underwriters’ costs of mailing prospectuses to prospective investors; (n) up to $140,000 for the fees and expenses of EGS (provided that if this Agreement is terminated in accordance with the Representative’s legal counsel terms hereof and the Offering is not to exceed consummated, the Company shall only be responsible for payment of $125,00050,000 of the fees and expenses of EGS); and (qo) the $29,500 cost associated with the Representative’s Underwriters’ accountable expenses, including its use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software for the Offering; (ror other similar software) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The expenses payable to the Underwriters under this Section 4.6(d) shall be reduced by the $25,000 advance paid by the Company to the Representative prior to the date hereof.

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 and shares of Common Shares to be sold in Stock issuable upon exercise of the Offering (including the Option Shares) Representative’s Warrant Agreement with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under and shares of Common Stock issuable upon exercise of the “blue sky” securities laws of such states, if applicable, and other jurisdictions as Representative’s Warrant Agreement on the Representative may reasonably designateExchange; (fc) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions, including foreign jurisdictions jurisdictions, as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel); (gd) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys, if any, and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (ke) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (lf) to the extent approved fees and expenses of the Company’s accountants; (g) a maximum of $175,000 for fees and expenses including “road show,” diligence and reasonable legal fees and disbursements for the Representative’s counsel; (h) all Public Filing System filing fees associated with the review of the Offering by the Company in writing, FINRA; (i) the costs associated with post-Closing advertising of 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) the costs and expenses of the public relations firm referred to in Section 3.8; and (l) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) warrant agent under the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500Warrant Agency Agreement. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (fe) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public the Company’s investor relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pk) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (ql) the $29,500 cost costs associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rm) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses. The expenses to be paid by the Company and (t) up reimbursed to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses Underwriters under this Section 3.10 shall not exceed $214,500150,000. In addition, the Company shall be responsible for all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,500 in the aggregate. It is acknowledged that the Company has heretofore paid an expense advance to the Representative of $25,000, which shall be credited towards the Company’s payment or reimbursement obligations under this Section 3.10. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that such fees shall be limited to $5,000; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 materials, as well as the costs associated with commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000 in aggregate, 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, in an amount not to exceed $3,000 in aggregate; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 10,00 for data services and communications expenses; and (sr) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all documented filing fees and communication expenses relating to the registration of the Common Shares Public Securities 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 such Public Securities the Ordinary Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lg) 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 Benchmark’s legal 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, in an amount additional diligence expenses not to exceed $3,000 75,000 in the aggregate; and (ng) the documented “road show” expenses, due diligence fees and expenses of the Company’s accountants; Underwriter (o) the fees and including, without limitation, background checks, travel expenses of the Company’s legal counsel and other agents and representatives; (pdiligence expenses) fees and expenses of the Representative’s legal counsel not to exceed a total of $125,000; 50,000 (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas 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.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $5,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (qm) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rn) up to $10,000 for data services and communications expenses; (s) up to $10,000 7,500 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) 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; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; and (sr) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock and Warrants to be sold in the Offering (including the Option SharesOver-allotment Securities) with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange NYSE American and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (fvi) all 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 Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hviii) the costs and expenses of a public relations firm; (iix) the costs of preparing, printing and delivering certificates representing the Public Securities; (jx) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock and Warrants; (kxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lxii) 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; (mxiii) 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, in an amount not to exceed $3,000 in aggregate3,000; (nxiv) the fees and expenses of the Company’s accountants; (oxv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxvi) the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qxvii) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (sxviii) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in Public Securities and the Offering (including the Option Shares) Representatives Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $20,000); (e) all fees, 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel in an amount not to exceed $10,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock and Warrants; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) the fees and expenses of the Representative’s legal counsel, not to exceed $50,000, and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares ADSs to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm (provided such public relations firm is approved by the Company); (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering, if used; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”, market making and trading, and clearing firm settlement expenses for the Offering; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500200,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing closing advertising of the Offering in the national editions of the Wall Street Journal and New York TimesTimes not to exceed $30,000 in the aggregate; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 for data services and communications expenses; (sr) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (ts) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all documented filing fees and communication expenses relating to the registration of the Common Shares Public Securities 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 such Public Securities the Common Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchanges; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (lg) to the extent approved by the Company in writingdocumented “road show” expenses, 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, in an amount not to exceed $3,000 in aggregate; (n) the due diligence fees and expenses of the Company’s accountants; Underwriter (o) the fees including, without limitation, domestic and foreign legal counsel, background checks, travel expenses of the Company’s legal counsel and other agents and representatives; (pdiligence expenses) fees and expenses of the Representative’s legal counsel not to exceed a total of $125,000; 125,000 (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas 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.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 as well as commemorative mementos and lucite tombstonestombstones in an amount not to exceed $3,000, 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s Underwriters’ actual accountable “road show,” market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. The Representative acknowledges having received prior to the date of this Agreement an advance of $35,000 to be credited against the expenses in Section 3.10.1.

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 Date, all expenses (which expenses (other than expenses described in clause (j) herein) shall not exceed $75,000 in the aggregate with respect to the Closing Date and all Option Closing Dates, if any) 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 Common Shares Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all 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 such Public Securities Closing Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel, if any); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (if) the costs of preparing, printing and delivering certificates representing the Public Securities; (jg) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ni) the fees and expenses of the Company’s accountants; (oj) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qk) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (rl) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For ; and (m) the sake Underwriters’ costs of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500mailing prospectuses to prospective investors. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration registration, qualification, or qualification exemption of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00050,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters. In no event shall such accountable expenses exceed $75,000.

General Expenses Related to the Offering. The Subject to Section 8.3, 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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public 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 such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) an accountable expense allowance of up to $75,000 of the Underwriters’ expenses, which shall cover the following accountable expenses in full: (i) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors directors; (ii) the cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (iii) the Representative’s “road show” expenses for the offering; (iv) the costs associated with post-closing advertising of the offering in the national editions of the Wall Street Journal and New York Times, subject to the Company’s approval; (v) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an amount not to exceed $7,000 in the aggregate5,000; (evi) the fees and expenses of the Underwriters’ legal counsel and other agents and representatives; (vii) all fees, expenses and disbursements relating to the registration or qualification of the Public Firm Securities or Additional Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents designate (including, without limitation, this Agreementall filing and registration fees, any and the reasonable fees and disbursements of “blue sky surveys andsky” counsel, if appropriatenecessary, any Agreement among Underwriterssubject to the qualifications in that certain letter agreement between the Company and the Representatives, Selected Dealers’ Agreementdated July 9, Underwriters’ Questionnaire 2013); and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hvii) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and such other expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500described above. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be sold in the Offering (including the Option SharesADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNasdaqCM; (d) all reasonable documented fees, fees and expenses and disbursements relating to background checks of the Company’s officers transfer agent and directors in an amount not to exceed $7,000 in / or Depositary for the aggregateADSs or the Ordinary Shares represented by such ADSs; (e) all feesstock transfer and/or stamp taxes, expenses and disbursements relating if any, payable upon the transfer of securities from the Company to the registration or qualification Representative; (f) the costs associated with CD-ROMs of the Public Securities under public offering materials, which the “blue sky” securities laws of Company or its designee will provide within a reasonable time after the Closing in such states, if applicable, and other jurisdictions quantities as the Representative may reasonably designaterequest; (fg) the fees and expenses of the Company’s accountants; (h) the fees and expenses of the Representative’s legal counsel not to exceed $75,000 in the aggregate without the consent of the Company, such consent not to be unreasonably withheld; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) all fees, expenses and disbursements relating to the registration, qualification or exemption of the any Public Securities or Ordinary Shares represented thereunder under the securities laws of such foreign jurisdictions as mutually agreed upon by the Representative may reasonably designateCompany and the Representative; (gk) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) “road show” presentations to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions prospective purchasers of the Wall Street Journal and New York Times; Public Securities (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, in an amount not to exceed $3,000 in aggregate; (n) the fees and including any travel expenses of the Company’s accountants; (o) the fees officers, directors and employees in connection with attending or hosting meetings, but not including travel expenses for employees of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, less the Advance (as such term is defined in Section 8.3 hereof), including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount request with total cost not to exceed $3,000 in aggregate7,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00075,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities 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 such Public Securities the Ordinary Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountantsAuditor; (ok) the fees and expenses of the Company’s legal counsel and other agents and representativesUnderwriters; and (pl) the due diligence fees and expenses of the Representative’s Representative (including, without limitation, domestic and foreign legal counsel counsel, background checks, travel expenses and other diligence expenses) not to exceed a total of $125,000; 150,000 in the aggregate (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-buildingless amounts previously advanced, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 provided that any portion of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses advance not utilized shall not exceed $214,500be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the any Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseas limited by this Section 3(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 Underwriter pursuant to Section 8(c) hereof. The Representative acknowledges receipt of $100,000 (“Advance”) prior to the date hereof. Notwithstanding the foregoing, the Advance received by the Representative will be reimbursed to the Company to the extent that the expenses were not actually incurred in compliance with FINRA Rule 5110 (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 related to the Offering or otherwise 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the shares of Common SharesStock and fees and expenses of the warrant agent under the Warrant Agent Agreement; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the Underwriters; (l) 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 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, request in an aggregate amount not to exceed $3,000 in aggregate5,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) the fees and expenses of the Representative’s legal counsel Representative Counsel in an amount not to exceed $125,000; (qp) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. “road show.” The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

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 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,600 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) 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; (ml) 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, in an amount not to exceed $3,000 in aggregate3,000; (nm) the fees and expenses of the Company’s accountants; (on) the fees and expenses of the Company’s legal counsel and other agents and representatives; (po) fees and expenses of the Representative’s legal counsel not to exceed $125,000175,000; (qp) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rq) up to $10,000 5,000 for data services and communications expenses; (sr) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (ts) up to $30,000 15,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the such Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate ; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 Common Shares Public Securities and the Representative’s Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000counsel; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s ,” market making and trading, and clearing firm settlement expenses for the Offering. For Notwithstanding the sake of clarityforegoing, the aggregate reimbursement Company’s obligations to reimburse the Underwriters for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500150,000 in the aggregate, including but not limited to the reasonable legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 7,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000150,000; (q) the $29,500 cost costs associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; ” expenses. The expenses to be paid by the Company and (t) up reimbursed to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses Underwriters under this Section 3.10.1 shall not exceed $214,500182,500 without the prior approval of the Company. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesa national securities exchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative EX Xxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be EX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all 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 Representative EX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersEX Xxxxxx; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of EX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $125,000Offering; (qj) the $29,500 cost associated with the Representative’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rk) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (tl) up the fees for EX Xxxxxx’x legal counsel. The Company will also pay for background checks of its directors and senior management in an amount not to exceed $30,000 5,271 which will be considered part of the Representative’s market making and tradingunderwriters’ accountable expenses, and clearing firm settlement expenses for the Offeringtotal of which will not to exceed $150,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for EX Xxxxxx’x external counsel legal costs detailed in this Section irrespective of whether the foregoing expenses shall Offering is consummated or not, subject to $50,000 in the event that there is not exceed a Closing. Additionally, the Company has provided an expense advance (the “Advance”) to EX Xxxxxx of $214,50025,000 upon the execution of the engagement letter. The Representative Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. EX Xxxxxx may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersunderwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on at each of the Closing Date and the Option Closing Date, if anyTime, to the extent not paid at the Closing DateTime, 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 Common Shares Public Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNASDAQ; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) the fees and expenses of the Transfer Agent transfer agent for the Common SharesPublic Securities; (kj) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the costs associated with CD forms of the public offering materials; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qn) the $29,500 cost associated Underwriter’s reasonable travel and out-of-pocket expenses as incurred in connection with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) its services up to an aggregate amount of $10,000 for data services 10,000, provided that travel expenses and communications expenses; (s) up to other expenses in excess of $10,000 of 5,000 must be pre-approved by the Representative’s actual accountable “road show”Company via email; and (to) reasonable fees and disbursements of counsel(s) and advisors retained by the Underwriter, up to $30,000 an aggregate amount of the Representative’s market making lesser of $167,500.00 and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersamount that fully complies with FINRA Rule 5110(f)(2)(B).

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 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 Common Public Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all 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 such Public Securities Closing Shares and Option Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all actual filing and registration fees, and the actual fees and expenses of Blue Sky counsel, such fees of counsel not to exceed $5,000 in the aggregate); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Amended and Restated Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses Prospectus Supplements as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the Company’s public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jh) fees and expenses of the Transfer Agent for the Common SharesPublic Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pl) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the Underwriters’ actual “road show” expenses for the Offering and (n) up to $15,950 with respect to the fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500firm. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and fees of outside legal counsel not to exceed $15,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000175,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or the such Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in Public Securities and the Offering (including the Option Shares) Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and the Representative’s Securities on the Exchange NasdaqCM and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the NasdaqCM, the Company will make a payment of $5,000 to such counsel at Closing or (ii) if the Offering is commenced on the Over the Counter Bulletin Board with the Company’s consent, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; and (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (lk) 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 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; and (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qn) the $29,500 21,775 cost associated with the Representative’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel up to $10,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000inclusive of the legal fees set forth in clause (b), but exclusive of the fees set forth in clause (e); (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For ; provided, however, that the sake expenses set forth in clauses (b), (d), (l), (m), (p), (q) and (r) shall be limited to a maximum of clarity, $153,000 in the aggregate reimbursement for the foregoing expenses shall not exceed $214,500aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 Common Shares securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 4,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Company and Representative may reasonably designatetogether determine (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of “blue sky” counsel); (f) all 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 Company and Representative may reasonably designatetogether determine; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) fees and expenses of the Transfer Agent and the Warrant Agent; (l) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of 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 will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate2,500; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,00075,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange Nasdaq Capital Market, the Nasdaq National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (dc) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate5,000 per individual; (ed) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such Shares under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative Rxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees); (fe) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Rxxxxx may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (jh) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRxxxxx; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (ql) the $29,500 16,000 cost associated with the Representative’s use of Ipreoi-Deal’s book-book building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersRepresentative. In the event of Company’s termination prior to Closing Date, pursuant to Section 8.2 below, the Company shall be obligated to pay the Underwriters their actual and accountable out of pocket expenses related to the transactions contemplated herein then due and payable subject to a maximum of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at 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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares and the Underlying Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate ; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 22,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”” expenses; and (t) up to $30,000 15,000 of the Representative’s Underwriters’ market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 10,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mk) 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, in an amount not to exceed $3,000 in aggregate3,000; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qo) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rp) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tq) up to $30,000 of the Representative’s market making Underwriters’ out-of-pocket “road show” and trading, and clearing firm settlement marketing expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate15,000; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing (if any) of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firmfirm as set forth in Section 3.8; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities (if any); (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) 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 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (tp) up to $30,000 of the Representative’s Underwriters’ actual accountable “road show” expenses for the Offering, market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board, and the reasonable fees upon the commencement of “blue sky” work by such counsel of up to $15,000; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $100,000; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters, other than amounts already advanced to the Representative as of the date of this Underwriting Agreement without limiting the generality of the foregoing, the Advance will be debited against actual out-of-pocket accountable expenses 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (eiv) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate, including, without limitation, all filing and registration fees; (fv) all 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 Representative may reasonably designate; (gvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ivii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jviii) fees and expenses of the Transfer Agent for the Common SharesAgent; (kix) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lx) 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 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, in an amount not to exceed $3,000 in aggregate; (nxi) the fees and expenses of the Company’s accountants; (oxii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxiii) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”50,000; and (txiv) up to $30,000 the cost and expenses of the RepresentativeCompany’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500public relations firm. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, request in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the RepresentativeUnderwriter’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Ordinary Shares to be sold in the Offering in the form of ADSs (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative Representatives together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, fees and expenses and disbursements relating to the registration or qualification of the Public Securities Warrant Agent under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designateWarrant Agent Agreement; (f) all 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 Representative Representatives may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration StatementsStatement, ADS Registration Statement, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent Depositary for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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 Representatives may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representativesRepresentatives; (p) fees and expenses of the Representative’s Representatives’ legal counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares ADSs to be sold in the Offering (including the Option SharesADSs) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firmfirm (provided such public relations firm is approved by the Company); (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering, if used; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”, market making and trading, and clearing firm settlement expenses for the Offering; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For ; provided that the sake of clarity, the aggregate reimbursement for the foregoing expenses total reimbursable amount shall not exceed $214,500200,000 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares Public Securities to be issued and sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesNasdaqCM; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual or $20,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to $5,000 if the Common Shares are listed on any of the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market or the NYSE/AMEX, which amount shall be payable at the Closing; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of the The Wall Street Journal and The New York Times; (m) the costs (up to $5,000) associated with one set of digital or 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 will provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 21,775 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 Common Shares securities to be sold in the Offering (including the Option SharesOver-allotment Securities) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,500 per individual and $5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys the Underwriting Agreement and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent for the Common SharesAgent; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lj) 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; (mk) 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, in an amount not to exceed $3,000 in aggregate; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,00075,000; and (qo) the $29,500 10,000 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

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 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all 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 such Public Securities Closing Shares, Option Shares and Warrant Shares on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all actual filing and registration fees, and the actual fees and expenses of Blue Sky counsel, such fees of counsel not to exceed $5,000 in the aggregate); (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hf) the costs and expenses of a the Company’s public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nj) the fees and expenses of the Company’s accountants; (ok) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (ql) the $29,500 cost associated with the Representative’s use Underwriters’ costs of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up mailing prospectuses to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500prospective investors. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate including external attorneys fees (not to exceed $20,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 TimesTimes not to exceed $3,000; (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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 1,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys, if any, and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lj) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (pm) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,50075,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, such fees, expenses and disbursements shall be limited to $5,000 and shall be paid to Representative Counsel at Closing; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 as well as commemorative mementos and lucite tombstones, up to $5,000, 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel Company Counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel Representative Counsel not to exceed $125,00050,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersRepresentative.

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 Common Shares to be sold in the Offering (including the Option Shares) Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Common Stock on the Exchange and such other stock exchanges as the Company and the Representative together determinea national exchange, including any fees charged by the DTC for new securitiesif applicable; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (ec) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative EX Xxxxxx may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be EX Xxxxxx’x counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (fd) all 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 Representative EX Xxxxxx may reasonably designate; (ge) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (hf) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company and the Selling Stockholders to the UnderwritersEX Xxxxxx; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (ng) the fees and expenses of the Company’s accountants; (oh) the all filing fees and communication expenses associated with the review of the Company’s legal counsel and other agents and representativesOffering by FINRA; (pi) fees and up to $20,000 of EX Xxxxxx’x actual accountable road show expenses of for the Representative’s legal counsel not to exceed $125,000Offering; (qj) the $29,500 cost associated with the Representative’s EX Xxxxxx’x use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering; (rk) up to $10,000 for data services and communications expenses; (s) up to $10,000 the costs associated with bound volumes of the Representative’s actual accountable “road show”Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (tl) up to $30,000 the fees for EX Xxxxxx’x legal counsel; provided, however, the sum of the Representative’s market making and trading, and clearing firm settlement expenses for the Offeringset forth in clauses (a) through (l) shall not exceed $120,000. For the sake of clarity, it is understood and agreed that the aggregate reimbursement Company shall be responsible for EX Xxxxxx’x external counsel legal costs detailed in this Section 4.10.1 irrespective of whether the foregoing expenses shall Offering is consummated or not, subject to $50,000 if there is not exceed a Closing. Additionally, the Company previously provided an expense advance (the “Advance”) to EX Xxxxxx of $214,50025,000. The Representative Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Advance shall be returned to the Company to the extent not actually incurred. EX Xxxxxx may deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of Closing, or the Option Closing Dateclosing of the Over-Allotment Option, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwritersunderwriters.

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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (bii) all Public Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 3,000 per individual and $15,000 in the aggregate; (ev) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to the payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date; (fvi) all 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 Representative may reasonably designate; (gvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (iviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (jix) fees and expenses of the Transfer Agent for and the Common SharesWarrant Agent; (kx) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lxi) 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 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, in an amount not to exceed $3,000 in aggregate; (nxii) the fees and expenses of the Company’s accountants; (oxiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pxiv) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,00050,000; (qxv) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (rxvi) the cost and expenses of the Company’s public relations firm; (xvii) the costs associated with bound volumes of the 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 Date in such quantities as the Representative may reasonably request in an amount not to exceed $2,500; and (xviii) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3 hereof.

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 shares of Common Shares Stock, Warrants and Units to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System COBRADesk filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of such Public Securities Common Stock on the Exchange NasdaqCM and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the NasdaqCM, the expense shall be limited to $5,000, which payment shall be made to counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the expense shall be limited to $15,000, which payment shall be made to counsel as follows: a payment of $10,000 to counsel upon the commencement of “blue sky” work by counsel and an additional $5,000 at Closing; (f) all 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 Representative Underwriters may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for and the Common SharesWarrant Agent; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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 Underwriters may reasonably request, in an amount request (but not to exceed $3,000 in aggregate5,000); (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 20,000 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the RepresentativeThinkEquity’s actual accountable “road show”” expenses; and (t) up to $30,000 of the RepresentativeThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (ig) the costs of preparing, printing and delivering certificates representing the Public Securities; (jh) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (ki) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mj) 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (qn) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation, related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,50075,000 in the aggregate, including but not limited to the legal fees and road show expenses as described therein. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise 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 Common Shares to be sold in the Offering (including the Option Shares) Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesDTC; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s named executive officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common SharesShares ; (k) stock fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount tombstones not to exceed $3,000 in aggregate5,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000Representative Counsel; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services 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 communications expensesNew York Times; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For , including, without limitation related to the sake of clarity“road show.” Notwithstanding the foregoing, the aggregate reimbursement Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the foregoing expenses preceding sentence shall not exceed $214,500150,000 in the aggregate for legal fees and related expenses; provided, that such limitations shall not be inclusive of any fees payable in connection with the Company’s sale of securities to certain Canadian investors referenced in Section 3.18 hereof . The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters from the flow of funds relating to such Closing Date or Option Closing Date, as the case may be.

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 Common Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities the Ordinary Shares on the Exchange and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a the public relations firmfirm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesOrdinary Shares; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”” expenses; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the The aggregate accountable expense reimbursement for the foregoing expenses shall will not exceed $214,500175,000 (of which $50,000 has been paid as an advance (“Advance”) pursuant to that certain engagement letter, dated November 21, 2022, by and between the Company and ThinkEquity LLC (as amended on September 22, 2023 (the “Engagement Letter”)). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expenseexpenses) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Ordinary Shares to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees and up to $10,000 for expenses of the Representative's counsel associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all fees and expenses of "blue sky counsel which shall not exceed $15,000); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the Common Ordinary Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 TimesTimes up to $1,000; (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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 21,775 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rq) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the UnderwritersUnderwriters or Representative Counsel.

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 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 Common Shares Securities to be sold in the Offering (including the Option SharesSecurities) with the Commission; (b) all 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 such Public Securities Shares, Warrants and Warrant ADSs on the Exchange Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 4,000 per individual (not to exceed $20,000 in the aggregate); (e) all fees, expenses and disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, the ADS Registration Statement, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent for the Common SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (lk) up 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 as well as $5,000 for commemorative mementos and lucite tombstones, each of which the Company or its designee shall will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request, in an amount not to exceed $3,000 in aggregateand other advertising efforts; (nl) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pn) fees and expenses of up to $7,500 for the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreoi-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (o) up to $15,000 for the Underwriters’ actual “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; (q) up to $10,000 with respect to the fees and expenses of Representative’s clearing firm; and (r) up to $10,000 100,000 for data services the Underwriters’ legal fees and communications expenses, $25,000 of which has been paid prior to the date hereof; provided, however, that expenses that are set forth in clauses (sd), (k), (n), (o), (q) up to $10,000 of the Representative’s actual accountable “road show”; and (tr) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses above shall not exceed $214,500150,000 in the aggregate. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Options Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged charges by the DTC The Depository Trust for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees, it being agreed that if the Offering is commenced on the Exchange, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 TimesTimes not to exceed $3,000; (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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) 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 8.3(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 shares of Common Shares Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (jf) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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; (mh) 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, in an amount not to exceed $3,000 in aggregate1,500; (ni) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s Underwriters’ legal counsel not to exceed $125,00050,000; (qj) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (rk) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option Shares) Public Securities with the Commission; (b) all Public Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC The Depository Trust Company (DTC) for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 15,000 in the aggregate; such background checks shall be billed directly to the Company by the third party vendor; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent and/or depository receipt agent for the Common SharesADSs; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate3,000; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the fees and expenses of the Representative’s legal counsel not to exceed $125,000100,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $10,000 for data services and communications communication expenses; and (s) up to $10,000 20,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Common Shares to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities Shares on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securitiesExchange; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregatedirectors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and any Blue Sky Surveys (not to exceed $10,000) in each case as is necessary for an Offering of this Agreement, any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneytype), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a the Company’s public relations firm, should the Company engage such a firm in its discretion; (ih) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares, if requested; (ji) fees and expenses of the Transfer Agent transfer agent for the Common SharesStock; (kj) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities the Shares from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s legal counsel not Counsel (subject to exceed $125,000the limitations below); (qn) the $29,500 cost associated with the Representative’s Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For , with all of the sake of clarity, the aggregate reimbursement for the foregoing Underwriters’ out-of-pocket expenses shall under sub-sections 3.10.3(d) not to exceed $214,5007,500, and under sub-sections 3.10.3 (m)-(o) not to exceed $85,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the CommissionCommission and filing fees with the Delaware Secretary of State; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 2,500 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (om) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (qn) the $29,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (ro) up to $10,000 for data services 20,000 of accountable “road show” expenses (it being understood that any such expense in excess of $1,000 is subject to prior Company approval) and communications expenses; (so) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses 50,000 for the Offering. For fees and expenses of Representative Counsel; provided, such accountable expense reimbursement to the sake of clarity, the aggregate reimbursement for the foregoing expenses Representative shall not exceed $214,50079,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing the Company’s legal and accounting fees and communication expenses relating to disbursements; (ii) if the registration Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange, the costs of the Common Shares to be sold in the Offering preparing, printing, mailing (including the Option Sharespayment of postage with respect to such mailing) with and delivering the CommissionRegistration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (biii) all Public Filing System filing fees associated with the review printing, engraving, issuance and delivery of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company Units and the Representative together determineshares of Common Stock and Warrants included in the Units, including any fees charged by the DTC for new securitiestransfer or other taxes payable thereon; (div) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” state or foreign securities or Blue Sky laws of such states, if applicablespecified by Representative, and other jurisdictions as fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA; (vii) fees and disbursements of the registrar and transfer and warrant agent; (viii) the Company’s expenses associated with “due diligence” meetings arranged by the Representative may reasonably designate(none of which will be received or paid on behalf of Participating Member); and (fix) all feescosts and expenses associated with “road show” marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without limitation, all travel, food and lodging expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of associated with such foreign jurisdictions as trips. The Company shall reimburse the Representative may reasonably designate; (g) for all reasonable documented out-of-pocket expenses incurred by the costs of all mailing and printing of Representative in connection with the underwriting documents (Offering, including, without limitation, this Agreement, its legal fees (less any blue sky surveys and, if appropriate, any Agreement among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorneyamounts previously paid), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses up to an aggregate amount of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent for the Common Shares; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from $75,000. It is acknowledged that the Company already paid $[ ] to the Underwriters; (l) to the extent approved by the Company in writingRepresentative, 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 cost associated with the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For the sake of clarity, be credited against the aggregate reimbursement for the foregoing expenses shall not exceed amount of $214,50075,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) above to be paid by the Company to the UnderwritersRepresentative and others, as agreed to by the Company in writing.

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 shares of Common Shares Stock to be sold in the Offering (including the Option Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRAFINRA up to $15,000; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 5,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, states and other jurisdictions as the Representative may reasonably designatedesignate if the Offering is commenced on the Over-the-Counter Bulletin Board, and the reasonable fees upon the commencement of “blue sky” work by such counsel of up to $15,000; (f) all 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 Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (j) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (n) the fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the $29,500 25,000 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Representative’s Counsel not to exceed $100,000; and (r) up to $10,000 for data services and communications expenses; (s) up to $10,000 20,000 of the RepresentativeUnderwriter’s actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters., other than amounts already advanced to the Representative as of the date of this Underwriting 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 Common Shares Firm Securities to be sold in the Offering (including the Option SharesOver-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (d) all reasonable documented fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $7,000 3,000 per individual and $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the Representative may reasonably designate; (f) all 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 Representative may reasonably designate; (gf) the costs of all mailing and printing of the underwriting documents (including, without limitation, this the Underwriting Agreement, any blue sky surveys Blue Sky Surveys and, if appropriate, any Agreement among Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (hg) the costs and expenses of a public relations firm; (ih) the costs of preparing, printing and delivering certificates representing the Public Securities; (ji) fees and expenses of the Transfer Agent transfer agent for the shares of Common SharesStock; (kj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (l) 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 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, in an amount not to exceed $3,000 in aggregate; (nk) the fees and expenses of the Company’s accountants; (ol) the fees and expenses of the Company’s legal counsel and other agents and representatives; (pm) fees and expenses of the Representative’s legal counsel not to exceed $125,000200,000; (qn) the $29,500 22,500 cost associated with the RepresentativeUnderwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ro) up to $10,000 for data services and communications expenses; (s) up to $10,000 15,000 of the Representative’s Underwriters’ actual accountable “road show”; and (t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement ” expenses for the Offering. For the sake of clarity, the aggregate reimbursement for the foregoing expenses shall not exceed $214,500. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Underwriters.