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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and appointment of the Transfer Agent as the transfer agent and warrant for the Preferred Stock Agency AgreementStock; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares Shares, Warrants and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Securities; (ge) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (k) the fees and expenses of the Underwriter’s legal counsel and (nl) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $150,000 in the aggregate in the event of a Closing of the Offering ($50,000 of which has been paid as an advance ($25,000 was paid upon the signing of the engagement letter and $25,000 was paid upon the initial filing of the Registration Statement) (the “Advance”) prior to the Execution Date) and a maximum of $50,000 in the event there is not a Closing. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all actual out-of-pocket expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities shares of Common Stock to be sold in the Offering (including the Option SecuritiesShares) 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Securities under the “blue sky” securities laws of such 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; (dg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Securities; (gj) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementCommon Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) fees and expenses of the Representative’s legal counsel not to exceed $100,000; (q) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (r) $10,000 for data services and communications expenses; (ns) the Underwriters’ up to $10,000 of ThinkEquity’s actual accountable “road show” expenses; and (t) up to $30,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. It is agreed that the total reimbursable expenses to the Underwriters shall not exceed $175,000 (provided, however, that such expense cap in no way limits or impairs the indemnification or contribution provisions of this Agreement). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 each 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) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and the Prospectus, including any pre- or post-effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock, the Warrants and the Rights included in the Units, including any transfer or other taxes payable thereon, (iv) filing fees incurred in registering the Offering with FINRA, (v) all filing reasonable out-of-pocket expenses incurred by the Representative including, without limitation, any expenses and fees and communication expenses relating to the registration of counsel of the Securities Representative, subject to be sold a maximum amount of $150,000 in the event there is a closing of the Offering and $75,000 in the event there is no closing of the Offering (including the Option Securities“Expense Cap”), (vi) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees fees, costs and expenses relating to incurred in listing the listing of such Closing Shares, Option Shares and Underlying Shares Securities on the Trading Market and Nasdaq or such other stock exchanges as the Company and the Representative Underwriters together determine; , (cvii) all fees, expenses fees and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents transfer agent, warrant agent and rights agent, (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and viii) all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management, (fix) the preparation, binding and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to the Representative and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, and (x) all other costs of preparing, printing and delivering the Securities; (g) fees and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.8. Additionally, the Company has paid an expense advance (the “Advance”) to the Representative of $50,000. The Advance shall be applied towards the Expense Cap set forth herein and any portion of the Transfer Agent Advance shall be returned to the Company to the extent not actually incurred. If the Offering is not consummated for any reason, and regardless of which party elects to terminate, then the Securities (including, without limitation, any fees required Company shall reimburse the Representative in full for sameits out-day processing of any instruction letter delivered by the Company)of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and expenses pursuant disbursements of counsel to the Warrant Agency Agreement and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxesRepresentative, if any, payable upon the transfer of securities from the Company subject to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersExpense Cap.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ei) the costs and expenses of the Company’s public relations firm; (fj) the costs of preparing, printing and delivering the Securities; (gk) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (im) the fees and expenses of the Company’s accountants; and (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (kincluding legal fees and expenses) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use Representative incurred as a result of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for providing services related to the Offering; and (n) , with the Underwriters’ actual “road show” expenses for the Offeringaggregate maximum expense allowance to be capped at $220,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, in addition to the expenses payable pursuant to this Section 4(d), at the Closing it will pay to the Representative a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Closing Securities by deduction from the proceeds of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesUnits, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determinedetermine in good faith; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs cost and expenses expense of the Company’s public relations firmfirm referred to in Section 4.24 of this Agreement; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) all fees, expenses and disbursements relating to background checks of the costs associated with advertising the Offering Company’s officers and directors not to exceed $15,000 in the national editions of the Wall Street Journal and New York Times after the Closing Dateaggregate; (m) the fees and expenses associated with the Underwriters’ use of the i-Deal’s book-building, prospectus tracking Deal system and compliance software (or other similar software) for the OfferingNetRoadshow; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesUnits, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Securities; (ge) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) the Underwriters’ costs of mailing prospectuses to prospective investors; (lj) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nl) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d), including those referenced in clauses (k) and (l) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $100,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date). In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors up to a maximum amount of $5,000; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ei) the costs and expenses of the Company’s public relations firm; (fj) the costs of preparing, printing and delivering the Securities; (gk) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (im) the fees and expenses of the Company’s accountants; and (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (kincluding legal fees and expenses) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use Representative incurred as a result of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for providing services related to the Offering; and (n) , with the Underwriters’ actual “road show” expenses for the Offeringaggregate maximum expense allowance to be capped at $230,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, in addition to the expenses payable pursuant to this Section 4.6(d), at the Closing it will pay to the Representative a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Closing Securities by deduction from the proceeds of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares, Warrant Shares and Underlying Underwriter’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $130,000 for the Underwriters’ accountable expenses, including the fees and expenses of EGS, its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking legal fees and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersRepresentative with a limitation of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; , all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market Market, and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (d) the costs of all mailing preparing, printing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, delivering Preliminary Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses in such quantities as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, ; (g) fees and expenses pursuant to of the Warrant Agency Agreement and Agent for the Preferred Stock Agency AgreementWarrants; (h) fees and expenses of the Transfer Agent for the Preferred Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein in Section 4.5(b) to be paid by the Company to the Underwriters.Representative. 27

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesSecurities, Option Shares Securities and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) any expenses and fees incurred by EGS up to a maximum of $150,000; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements of Underwriters incurred as a result of providing services related to the expenses set forth herein Offering to be paid by the Company to the UnderwritersUnderwriters ($30,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses) up to a maximum aggregate expense allowance of $250,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Over-Allotment Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities securities to be sold in the Offering (including the Option SecuritiesOver-Allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Over-Allotment Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securitiessecurities; (gf) fees and expenses of the Transfer Agent for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; and (ji) the a maximum of $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Over-Allotment Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ei) the costs and expenses of the Company’s public relations firm; (fj) the costs of preparing, printing and delivering the Securities; (gk) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (im) the fees and expenses of the Company’s accountants; and (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (kincluding legal fees and expenses) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use Representative incurred as a result of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for providing services related to the Offering; and (n) , with the Underwriters’ actual “road show” expenses for the Offeringaggregate maximum expense allowance to be capped at $75,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering and incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) Firm Shares with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing the Company’s Ordinary Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities the 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 the Company’s “blue sky” counsel, which will be the underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Representative representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firmoffering documents; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwritersunderwriters; (ig) the fees and expenses of the Company’s accountants; (jh) all filing fees and communication expenses associated with the review of this offering by FINRA; and (i) other expenses, considering that a total amount of all fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show,” expenses diligence, and reasonable legal fees and disbursements for the Offeringunderwriters’ counsel shall not exceed $100,000. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares, Conversion Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying the Public Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering the SecuritiesShares; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) the Underwriters’ costs of mailing prospectuses to prospective investors; (ln) up to $150,000 for the costs associated fees and expenses of EGS (provided that if this Agreement is terminated in accordance with advertising the terms hereof and the Offering in is not consummated, the national editions Company shall only be responsible for payment of $50,000 of the Wall Street Journal fees and New York Times after the Closing Dateexpenses of EGS); and (mo) up to $50,000 for the Underwriters’ accountable expenses, including its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (bii) all FINRA Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (iii) all fees and expenses relating to the listing of such Closing Sharesthe Common Stock on The Nasdaq Capital Market, Option Shares The Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (civ) all fees, expenses and disbursements relating to the background checks of the Company’s officers, directors and entities in an amount not to exceed $15,000 in the aggregate; (v) all fees, expenses and disbursements relating to the registration or qualification of such Public Securities under the “blue sky” securities laws of such states states, if applicable, and other jurisdictions as the Representative may reasonably designate; (vi) 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; (dvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement andAgreement, any Blue Sky Surveys, if appropriate, any Agreement Among Underwritersagreement among underwriters, Selected Dealersselected dealers’ Agreementagreement, Underwritersunderwriters’ Questionnaire questionnaire and Power power of Attorneyattorney), Registration Statements, Prospectuses Prospectuses, the Pre-Funded Warrants and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (eviii) the costs and expenses of the Company’s a public relations firm; (fix) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gx) fees and expenses of the Transfer Agent transfer agent for the Securities (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 and the Preferred Stock Agency AgreementPublic Securities; (hxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ixii) the fees and expenses of the Company’s ’ accountants; (jxiv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kxv) the Underwriters’ costs fees and expenses of mailing prospectuses Representative Counsel not to prospective investorsexceed $125,000; (lxvi) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (xvii) $10,000 for data services and communications expenses; (nxviii) up to $10,000 of the Underwriters’ Representative’s actual accountable “road show” expenses; and (xix) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offeringoffering; provided, however, that the fees set forth under clauses (iv), (xv), (xvi), (xvii), (xviii) and (xix) in this Section 3.10.1, collectively shall not exceed $160,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein (less the Advance) 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 each 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 Securities Ordinary Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Securities under the “blue sky” securities laws of such states or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and other registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firmOffering; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (ig) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative’s actual accountable road show expenses for the Offering; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Representative’s use of i-DealPxxx’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lucite tombstones in an aggregate amount not to exceed $5,000; and (nl) the Underwriters’ actual “road show” expenses fees for the OfferingRepresentative’s legal counsel, in an amount not to exceed $175,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the event that there is not a Closing. The Underwriters Company shall at its own expense have background checks performed by a background search firm acceptable to the Representative on the Company’s senior management and board of directors in an amount not to exceed $15,000 in the aggregate. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Securities Ordinary Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Securities under the “blue sky” securities laws of such states or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and other registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firmOffering; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (ig) the fees and expenses of the Company’s and/or the Selling Shareholder’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative’s actual accountable road show expenses for the Offering; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Representative’s use of i-DealPero’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and Lxxxxx tombstones in an aggregate amount not to exceed $5,000; and (nl) the Underwriters’ actual “road show” expenses fees for the OfferingRepresentative’s legal counsel, in an amount not to exceed $175,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s external legal counsel costs detailed in this section irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the event that there is not a Closing. The Underwriters Company shall at its own expense have background checks performed by a background search firm acceptable to the Representative on the Company’s senior management and board of directors in an amount not to exceed $15,000 in the aggregate. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; designate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel in an amount not to exceed $15,000), (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the documented expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; FINRA and all fees and expenses relating to the listing of such Closing SharesUnits, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Securities; (ge) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) the Underwriters’ costs of mailing prospectuses to prospective investors; (lj) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nl) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d), including those referenced in clauses (k) and (l) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $100,000 in the aggregate in the event of a Closing ($10,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date). In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing Shares, Option Shares Shares, Warrant Shares, and Underlying Underwriter’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable and documented fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representative may reasonably designatedirectors; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (lm) the costs associated with advertising the Offering reasonable and documented fees and expenses of EGS, in the national editions of the Wall Street Journal and New York Times after the Closing Datean amount not to exceed $75,000; (mo) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate in amount not to exceed $5,000; and (p) the Underwriters’ reasonable and documented accountable expenses, including the fees and expenses of EGS, its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; . The maximum amount of legal fees, costs and (n) expenses incurred by the Underwriters’ actual “road show” expenses Representative that the Company shall be responsible for shall not exceed $80,000 in the event of a Closing of the Offering, and shall not exceed $25,000 in the event that there is not a Closing of the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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 in an amount not to exceed $7,000); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all actual FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all actual and reasonable fees, expenses and disbursements relating to the registration or qualification of such Securities under the “"blue sky” " securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ef) the costs and expenses of the Company’s 's public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s 's accountants; (k) the fees and expenses of the Company's legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions up to $5,000 for fees, expenses and disbursements relating to background checks of the Wall Street Journal and New York Times after the Closing DateCompany's senior management; (m) fees and expenses for the Underwriters’ ' use of i-Deal’s Ipreo's book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ ' actual “"road show” " expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions fees and expenses of the Wall Street Journal Loeb; and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking all costs and compliance software (or other similar software) expenses for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein aggregate expense reimbursement allowance to be paid by the Company to the UnderwritersRepresentative shall not exceed $150,000 (inclusive of any advance made by the Company to the Representative). Notwithstanding the foregoing to the contrary, in the event the Offering is not consummated, the Company shall pay the fees and expenses of Loeb up to a maximum of $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking legal fees and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable Representative with a limitation of an aggregate amount of $75,000 for an offering of up to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters$7 million and $90,000 for an offering of more than $7 million.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing Shares, Option Options Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) the Underwriters’ costs of mailing prospectuses to prospective investors; (ln) up to $125,000 for the costs associated fees and expenses of EGS (provided that if this Agreement is terminated in accordance with advertising the terms hereof and the Offering in is not consummated, the national editions Company shall only be responsible for payment of $50,000 of the Wall Street Journal fees and New York Times after the Closing Dateexpenses of EGS); and (mo) the Underwriters’ accountable expenses, including its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Securities and Option Shares and Underlying Shares Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (includingof, without limitation, the Underwriting Agreement this Agreement, any surveys of applicable “blue sky” securities laws 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 necessarynecessary (collectively, the “Underwriting Documents”); (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesFirm Units, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (fd) the costs of preparing, printing and delivering the Securities; (ge) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ki) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (k) the fees and expenses of the Underwriter’s legal counsel and (nl) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $125,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date) and a maximum of $40,000 in the event there is not a Closing. In the event the offering is terminated, the Advance received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be issued and sold in the Offering (including the Option Securities) 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 Closing Shares, Option Shares and Underlying Shares the Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determineNYSE American; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the 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 which will be the Representative Counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement’s transfer agent; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use a maximum of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) $75,000 for the Offering; actual fees and (n) expenses incurred by the Underwriters’ actual “road show” Representative in connection with the Offering including the legal fees and expenses for of the OfferingRepresentative Counsel in the event that the Offering is consummated or $25,000 if the Offering is not consummated. The Underwriters Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $25,000 (the “Advance”) against the Representative’s fees and expenses under clause (m) above. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the fees and expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Shares, Option Shares and Underlying the Ordinary Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of such the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public Securities; (gh) fees and expenses of the Transfer Agent transfer agent for the Securities (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 and the Preferred Stock Agency AgreementOrdinary Shares; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ij) the fees and expenses of the Company’s accountantsAuditor; (jk) the fees and expenses of the Company’s legal counsel and other agents and representativesUnderwriters; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising due diligence fees and expenses of the Offering Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses) not to exceed a total of $150,000 in the national editions aggregate (less amounts previously advanced, provided that any portion of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offeringadvance not utilized shall be returned). The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(g)(i)) to be paid by the Company to the UnderwritersUnderwriter, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 8(c) hereof. The Underwriter acknowledges receipt of $125,000 (“Advance”) prior to the date hereof. Notwithstanding the foregoing, the Advance received by the Underwriter 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesShares) 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 Closing Shares, Option Shares and Underlying Shares Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the 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, it being agreed that such fees and expenses will be limited to (i) if the Offering is commenced on either the The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE, the Company will make a payment of $5,000 to such counsel at Closing); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eg) the costs and expenses of the Company’s a public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) 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; (l) up to approximately $3,000 for 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 Representative or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ko) fees and expenses of the Representative’s legal counsel up to approximately of $60,000; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $20,000 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nq) the up to approximately of $20,000 in marketing related expenses, including Underwriters’ actual accountable “road show” expenses for the OfferingOffering (with the aggregate of the reimbursement pursuant to clause (l), (o), (p) and (q) not to exceed $105,000). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Securities and Option Shares and Underlying Shares Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of Underwriter Counsel and other agents and representatives of the Representative and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 Agent Agreement and appointment of the Preferred Stock Agency AgreementTransfer Agent; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares Shares, Common Warrants, Option Warrants and Underlying Warrant Shares on the Canadian Securities Exchange and such Trading Market in the United States as the Company's Common Shares are listed for trading, and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “"blue sky” " securities laws of such states and other 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); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s 's public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s 's accountants; (j) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; (k) the Underwriters’ ' costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Warrant Shares, Option Shares and Underlying Shares the shares of Common Stock issuable upon exercise of the Option Warrants on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such the Securities under the “blue sky” securities laws of such states and other foreign 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), it being understood that no such fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (e) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativesin connection with the Offering; (kj) the Underwriters’ costs of mailing prospectuses to prospective investorsinvestors in connection with the Offering; and (lk) a maximum of $2,500 for the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; . For the sake of clarity, it is understood and (n) agreed that the Company shall be responsible for the Underwriters’ actual “road show” external counsel legal costs detailed in this Section 4.6(d), irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event there is not a Closing. Additionally, the Company has provided the Representative with an expense advance of $25,000, which shall be applied towards out-of-pocket accountable expenses for set forth herein, and any portion of such advance shall be returned to the OfferingCompany to the extent not actually incurred. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or each Option Closing Datethe date of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that all costs and expenses pursuant to this Section 4.6(d) that are incurred by the Underwriters in connection with the Offering and for which the Company shall be responsible, other than the fees and expenses described in clause (k) above, shall not exceed $100,000 in the aggregate ($25,000 of which has been paid prior to the Execution Date) in the event of a Closing of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) [omitted]; (d) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) [omitted]; (k) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus prospects tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offeringcosts of mailing prospectuses to prospective investors; and (o) [omitted]. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Additional Securities) 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 quotation of such Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market OTCQB and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of such 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, which counsel shall be the Company’s 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; (dg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Securities; (gj) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementCommon Stock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) the Underwriters’ costs fees and expenses of mailing prospectuses the Underwriter’s legal counsel not to prospective investorsexceed $50,000; and (lq) the costs $21,775 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesSecurities, Option Shares Securities and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nm) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the expenses set forth herein Offering to be paid by the Company to the UnderwritersUnderwriters ($50,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses), up to a maximum aggregate expense allowance of $135,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering (including the Option SecuritiesOver-allotment 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 Closing Shares, Option Shares and Underlying Shares on the Trading Market NYSE AMEX, or the NYSE MKT and such other stock exchanges as the Company and the Representative together determine; (ce) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gi) fees and expenses of the Transfer Agent transfer agent for the Securities (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 and the Preferred Stock Agency AgreementShares; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ik) 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; (l) 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 in such quantities as the Underwriter may reasonably request; (m) the fees and expenses of the Company’s accountants; (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (ko) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $20,000 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (np) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company and the Representative agree that in no case shall the Company be required to reimburse the Representative for its reasonable and documented expenses in accordance with this section in excess of a maximum of $60,000, including without limitation reasonable attorneys' fees, printing and mailing expenses, actual accountable “road show” expenses for the Offering and expenses related to background checks of the Company’s officers and directors.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) 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 Closing Shares, Option Shares and Underlying Shares the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursement of the Company’s “blue sky” counsel, which will be EGS); (e) all fees, expenses, and disbursement relating to the registration, qualification, or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentative; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (lm) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (n) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (no) the Underwriters’ Company’s actual “road show” expenses for the Offering; and (p) the fees and expenses of due diligence review by the Underwriters and EGS. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including reasonable legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.5(a) and otherwise which are incurred by the Underwriters, including reasonable legal fees and expenses, shall not exceed $125,000 in the aggregate (the “Expense Cap”) including the $25,000 advance against such expenses which shall be refunded to the extent it exceeds actual expenses. Additionally, the Underwriters shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds in this offering. Such non-accountable expense allowance shall not be deemed included in the Expense Cap.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking legal fees and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersRepresentative with a limitation of $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities Public Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Public Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares under the “blue sky” securities laws of such states and other 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; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (g) fees and expenses of the Transfer Agent for the Securities Public Shares (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each 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 Public Securities to be sold in and the Offering (including the Option Securities) Representative’s Securities with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying the Ordinary Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Public Securities under the “blue blue-sky” securities laws of such states or other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and other registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative Counsel) unless such filings are not required in connection with the Company’s proposed listing on the Exchange; (d) 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; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firmOffering; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; and (ig) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) a maximum of $30,000 for the Representative’s actual accountable road show and due diligence expenses for the Offering; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (nl) the Underwriters’ actual “road show” expenses fees for the Representative Counsel in the United States, in an amount not to exceed $135,000 in the event of a Closing of the Offering, and a maximum of $100,000 in the event there is no Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Underwriters Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ed) the costs and expenses of the Company’s public relations firm; (fe) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; and (lk) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein in this Section 4.6(d) 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 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: (ai) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (diii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among agreement among Underwriters, Selected Dealers’ Agreementany agreements with selected dealers, Underwriters’ 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; (e) the costs and expenses of the Company’s public relations firm; (fiv) the costs of preparing, printing and delivering the Securities; (gv) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hvi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ivii) the fees and expenses of the Company’s accountants; (jviii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kix) all reasonable fees, expenses and disbursements relating to background checks of the Underwriters’ costs of mailing prospectuses to prospective investorsCompany’s officers and directors; (lx) all fees, expenses and disbursements relating to the registration or qualification of the Closing Shares, Option Shares, Representative’s Warrants and Representative’s Warrant Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel for such counsel’s participation in the “blue sky” and stock exchange listing purposes); (xi) the costs associated with advertising the Offering in the national editions and expenses of the Wall Street Journal and New York Times after the Closing Datepublic relations firm referred to in Section 4.24; (mxii) the Underwriters’ use fees and expenses of i-Dealthe Underwriter’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; legal counsel and (nxiii) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $150,000 in the aggregate in the event of a Closing of the Offering and a maximum of $25,000 in the event there is not a Closing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such 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) in an amount not to exceed $10,000; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public Securities; (gh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required shares of Common Stock and Preferred Shares and warrant agent for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementWarrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee 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; (l) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use fees and expenses of i-Dealthe Underwriter’s book-building, prospectus tracking and compliance software (or other similar software) for the Offeringlegal counsel not to exceed $85,000; and (n) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable, necessary, documented and accountable out-of-pocket expenses incident to the extent relating to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be issued and sold in the Offering (including the Option Securities) 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 Closing Shares, Option Shares and Underlying the Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel which will be the Underwriter’s Counsel) unless such filings are not required; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, and any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of AttorneyBlue Sky Surveys), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement’s transfer agent; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) reasonable legal fees and disbursements incurred by the Underwriters’ use Underwriter in furtherance of i-Deal’s book-buildingthe Offering, prospectus tracking and compliance software provided that the maximum amount of such legal fees for which the Company will be responsible shall not exceed: (or other similar softwarex) for $75,000 in the event there is a closing of the Offering; and or (ny) $30,000 in the Underwriters’ actual “road show” expenses for event there is not a closing of the Offering. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the undisputed fees and expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions fees and expenses of the Wall Street Journal Loeb; and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking all costs and compliance software (or other similar software) expenses for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein aggregate expense reimbursement allowance to be paid by the Company to the UnderwritersRepresentative shall not exceed $150,000 (inclusive of any advance made by the Company to the Representative). Notwithstanding the foregoing to the contrary, in the event the Offering is not consummated, the Company shall pay the fees and expenses of Loeb up to a maximum of $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Public Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such the Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Company and the Representative may reasonably designatetogether determine; (de) the costs of all mailing and printing of the underwriting documents (including, without limitationRegistration Statement, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectus and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Closing Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) up to $125,000 for the fees and expenses of Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DateCounsel; (m) all fees, expenses and disbursements relating to background checks of the Underwriters’ use of i-DealCompany’s book-building, prospectus tracking officers and compliance software (or other similar software) for the Offeringdirectors in an amount not to exceed $2,500 per individual; and (n) the Underwriters’ actual “costs and expenses of the Company relating to investor presentations on any road show” show undertaken in connection with the marketing of the Securities, including without limitation, expenses for associated with the Offeringproduction of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Firm Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative Underwriter together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (e) all fees, expenses and disbursements relating to the costs and expenses registration, qualification or exemption of the Company’s public relations firmFirm Shares and Option Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of preparing, printing and delivering the Securitiessecurities and the Offering documents; (gf) fees and expenses of the Transfer Agent Depositary for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ih) the fees and expenses of the Company’s accountants; and (j) the a maximum of $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriter’s counsel. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing Shares, Option Shares Shares, Warrant Shares, and Underlying Underwriter’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable and documented fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representative may reasonably designatedirectors; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use reasonable and documented fees and expenses of i-Deal’s book-buildingEGS, prospectus tracking in an amount not to exceed $75,000; (o) all fees, expenses and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable disbursements relating to the Company on registration or qualification of such Securities under the Closing Date, or each Option Closing Date, if any, “blue sky” securities laws of such states and other jurisdictions as the expenses set forth herein Representative may reasonably designate in amount not to be paid by the Company to the Underwriters.exceed $5,000; and

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, any (to the extent not paid at on the Closing Date), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; all FINRA up to a maximum of $15,000, including legal fees and expenses relating disbursements of counsel to the listing of Underwriters in connection with such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineFINRA filings; (c) all actual fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual, such expenses to be documented prior to being reimbursed; (d) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities to be sold hereunder under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate and are required in connection with the Offering up to a maximum of $15,000 (including, without limitation, all filing and registration fees and legal fees and disbursements of counsel to the Underwriters in connection with such “blue sky” registrations or qualifications)); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of such securities to be sold hereunder under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate and are required in connection with the Offering (including related legal fees and disbursements of counsel to the Underwriters); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the this Underwriting Agreement 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 Lxxxxxx may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing any of the Securitiessecurities to be sold hereunder; (gh) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, fees Common Stock and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementWarrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (j) all fees, expenses and disbursements of counsel to the Underwriters; (ik) all fees and expenses relating to the application and listing of the Common Stock, Closing Shares, Option Shares and Warrant Shares on the NYSE MKT; (l) the fees and expenses of the Company’s accountants; and (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” fees and expenses for associated with a public relations firm engaged by the OfferingCompany; provided, however, that the Company’s obligation with respect to the fees and expenses described in clauses (a) through (j) above shall not exceed an aggregate of $100,000. The Company has paid the Representative an advance of $35,000, which will be applied against the accountable expenses that will be paid to the Underwriters in connection with the Offering on each of the Closing Date and each Option Closing Date, and will be refunded to the extent not fully incurred. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each Option Closing Date, if any, the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (bii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRAfiling fees; (iii) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares the Company’s equity or equity-linked securities on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (civ) all fees, expenses and disbursements relating to the registration or qualification of such the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Underwriter’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (v) 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 Underwriter may reasonably designate; (dvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (evii) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities from the Company to the UnderwritersUnderwriter; (iviii) the fees and expenses of the Company’s accountants; and (jix) the Seventy-Five Thousand Dollars ($75,000) for legal fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) disbursements for the Offering; and (n) the Underwriters’ actual “road show” expenses for the OfferingUnderwriter’s counsel. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 each 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, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Ordinary Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Ordinary Shares on the Trading Market Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities Ordinary Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)offering documents, 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; , (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesOrdinary Shares; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (li) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times after except that that Company shall only reimburse the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) Underwriter for the Offeringcosts of this subsection (j) if the Company gives its prior written consent to such advertisements; and (nk) the Underwriters’ actual “road show” expenses for the OfferingOffering incurred by the Company; . The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $75,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable clearing charges; (b) travel and out-of pocket expense in connection with the Offering; and (c) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that $50,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking legal fees and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersRepresentative with an aggregate expense reimbursement limitation of $100,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 Units and Option Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all actual fees, expenses and disbursements relating to the registration or qualification of such 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); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public Securities; (gh) fees and expenses of the Transfer Agent transfer and warrant agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company), including, without limitation, fees Common Stock and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementWarrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions fees and expenses of the Wall Street Journal Underwriter’s legal counsel not to exceed $85,000; and New York Times after the Closing Date; (m) up to $[•] the Underwriters’ use of i-DealUnderwriter’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option SecuritiesADSs) 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market NasdaqCM; (d) fees and expenses of the transfer agent and/or Depositary for the ADSs or the Ordinary Shares represented by such other ADSs; (e) stock exchanges transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (f) the costs associated with CD-ROMs of the public offering materials, which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Company and the Representative together determinemay reasonably request; (cg) the fees and expenses of the Company’s accountants; (h) the fees and expenses incurred by the Representative, including the fees and expenses of its legal counsel,; (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 registration, qualification or qualification exemption of such any Public Securities or Ordinary Shares represented thereunder under the “blue sky” securities laws of such states and other foreign jurisdictions as mutually agreed upon by the Representative may reasonably designateCompany and the Representative; (dk) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; and (el) “road show” presentations to prospective purchasers of the costs and Public Securities (including any travel expenses of the Company’s public relations firm; (f) the costs of preparingofficers, printing directors and delivering the Securities; (g) fees and employees in connection with attending or hosting meetings, but not including travel expenses for employees of the Transfer Agent for Underwriters) not to exceed $40,000 in the Securities (including, aggregate 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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses written consent of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all 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 Closing Shares, Option Shares the Common Stock and Underlying Shares Warrants on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers, directors and entities in an amount not to exceed $5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of such the Public Securities under the “blue sky” securities laws of such states 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; (dg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eh) the costs and expenses of the Company’s a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Public Securities; (gj) fees and expenses of the Transfer Agent transfer agent for the Securities (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 and the Preferred Stock Agency AgreementPublic Securities; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (il) 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 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; (n) the fees and expenses of the Company’s accountants; (jo) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kp) the Underwriters’ costs fees and expenses of mailing prospectuses the Representative’s legal counsel not to prospective investorsexceed $125,000; (lq) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (r) $10,000 for data services and communications expenses; (ns) the Underwriters’ up to $10,000 of ThinkEquity’s actual accountable “road show” expenses; and (t) up to $25,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of pay, or reimburse if paid by any Underwriter, whether or not the Closing Date and 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 transactions contemplated hereby are consummated or this Agreement, including, but not limited toAgreement is terminated: (a) all filing fees the costs incident to the authorization, issuance, sale, preparation and communication expenses relating delivery of the Public Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Securities to be sold in under the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company Securities Act and the Representative together determineExchange Act; (c) all fees, expenses and disbursements relating the costs incident to the registration or qualification of such Securities under the “blue sky” securities laws of such states preparation, printing and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing distribution of the underwriting documents (includingRegistration Statement, without limitationany Preliminary Prospectus, the Underwriting Agreement and, if appropriateSale Preliminary Prospectus and the Prospectus, 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 the costs of printing, reproducing and final Prospectuses as distributing the Representative may reasonably deem necessary“Agreement Among Underwriters” between the Representatives and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the fees and expenses by FINRA of the terms of the sale of the Public Securities and any filings made with FINRA; (e) the listing and application fees of the NASDAQ Capital Market; (f) the filing and qualification of the Public Securities under state or foreign securities or Blue Sky laws, all filing fees related thereto (including related fees and expenses of counsel for the Underwriters) incurred in connection therewith; (g) all fees and expenses of the registrar and transfer agent of the Public Securities; (h) the printing, engraving, issuance and delivery of the Public Units, the Public Shares and the Public Warrants, including any transfer or other taxes payable thereon (i) the costs and expenses of the Company’s public relations firm; (f) Company relating to investor presentations on any “road show” undertaken in connection with the costs marketing of preparingthe offering of the Public Securities, printing including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and delivering the Securities; (g) graphics, fees and expenses of any consultants engaged in connection with the Transfer Agent for road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (j) all other costs and expenses incident to the offering of the Public Securities or the performance of the obligations under this Agreement (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s counsel and the Company’s independent accountants; (j) provided that, except to the extent otherwise provided in this Section 3.12.1 and in Sections 6.2 and 6.3, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Company’s legal counsel resale of any Public Securities by them and other agents and representatives; (k) the Underwriters’ costs expenses of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions any offering of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid Public Securities made 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities shares of Common Stock to be sold in the Offering (including the Option SecuritiesOver-allotment 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 Closing Shares, Option Shares and Underlying Shares the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative together determine (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 Exchange, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company will make a payment of $0 to such counsel at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at Closing); (e) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 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 Company and the Representative may reasonably designatetogether determine; (dg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering certificates representing the Public Securities; (gi) fees and expenses of the Transfer Agent transfer agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementCommon Stock; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses associated with commemorative lucite tombstones in such quantities as the Representative may reasonably request and not to prospective investorsexceed $5,000; (l) the costs associated with advertising four (4) bound volumes of the Offering in materials to be provided to the national editions of Representative by the Wall Street Journal and New York Times after the Closing DateCompany’s counsel; (m) the Underwriters’ $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) up to $5,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market (including costs and expenses related to obtaining Stockholder Approval and effecting the Capital Event) and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ei) the costs and expenses of the Company’s public relations firm; (fj) the costs of preparing, printing and delivering the Securities; (gk) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (im) the fees and expenses of the Company’s accountants; and (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (kincluding legal fees and expenses) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use Representative incurred as a result of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for providing services related to the Offering; and (n) , with the Underwriters’ actual “road show” expenses for the Offeringaggregate maximum expense allowance to be capped at $[ ]. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay on each of reasonable, actual and accountable costs, fees and expenses incurred in connection with the Closing Date and each Option Closing Datetransactions contemplated hereby, 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 toincluding without limitation: (a) all filing fees and communication expenses relating to the registration of the Securities securities to be sold in the Offering (including the Option SecuritiesOver-Allotment Units) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares Firm Units and Underlying Shares Over-Allotment Units on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securitiessecurities; (gf) fees and expenses of the Transfer Agent for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; and (ji) the a maximum of $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Over-Allotment Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.. In the event that this Agreement shall terminate prior to the consummation of the Offering, the Underwriters shall be entitled to be reimburse for actual expenses up to $75,000. ​

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Over-Allotment Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities securities to be sold in the Offering (including the Option SecuritiesOver-Allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Over-Allotment Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securitiessecurities; (gf) fees and expenses of the Transfer Agent for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; and (ji) the a maximum of $35,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Over-Allotment Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesSecurities, Option Shares Securities and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nm) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the expenses set forth herein Offering to be paid by the Company to the UnderwritersUnderwriters ($50,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses), up to a maximum aggregate expense allowance of $170,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; and (j) the a maximum of $75,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying the Public Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNYSE American; (cd) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering the SecuritiesShares; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) the Underwriters’ costs of mailing prospectuses to prospective investors; (ln) up to $160,000 for the costs associated fees and expenses of HSE (provided that if this Agreement is terminated in accordance with advertising the terms hereof and the Offering in is not consummated, the national editions Company shall only be responsible for payment of $50,000 of the Wall Street Journal fees and New York Times after the Closing Dateexpenses of HSE); and (mo) the Underwriters’ use of iout-Deal’s bookof-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” pocket accountable expenses for the OfferingOffering up to an aggregate of $25,000, including up to $20,000 for accountable road show expenses and up to $5,000 for costs associated with Offering materials and mementos. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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. The Company shall also pay to the Underwriters a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering at Closing. 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 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 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 Securities securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Securities and Option Shares and Underlying Shares Securities on the Trading Market Market, to the extent applicable, and such other stock exchanges as the Company and the Representative Underwriter together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (e) all fees, expenses and disbursements relating to the costs and expenses registration, qualification or exemption of the Company’s public relations firmFirm Shares and Option Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (f) the costs of preparing, printing and delivering the Securitiessecurities and the Offering documents; (gf) fees and expenses of the Transfer Agent Depositary for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ih) the fees and expenses of the Company’s accountants; and (j) the a maximum of $75,000 for reasonable legal fees and expenses of the Companydisbursements for Underwriter’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offeringcounsel. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each Option Over-Allotment Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities securities to be sold in the Offering (including the Option SecuritiesOver-Allotment Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Over-Allotment Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securitiessecurities; (gf) fees and expenses of the Transfer Agent for the Securities securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; and (ji) the a maximum of $50,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Over-Allotment Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of pay, or reimburse if paid by any Underwriter, whether or not the Closing Date and 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 transactions contemplated hereby are consummated or this Agreement, including, but not limited toAgreement is terminated: (a) all filing fees the costs incident to the authorization, issuance, sale, preparation and communication expenses relating delivery of the Public Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Securities to be sold in under the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company Securities Act and the Representative together determineExchange Act; (c) all fees, expenses and disbursements relating the costs incident to the registration or qualification of such Securities under the “blue sky” securities laws of such states preparation, printing and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing distribution of the underwriting documents (includingRegistration Statement, without limitationany Preliminary Prospectus, the Underwriting Agreement and, if appropriateSale Preliminary Prospectus and the Prospectus, 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 the costs of printing, reproducing and final Prospectuses as distributing the Representative may reasonably deem necessary“Agreement Among Underwriters” between the Representatives and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail, telex or other means of communications; (d) the filing fees (including the fees and expenses of counsel for the Underwriters incurred in registering the Offering with FINRA] (e) the listing and application fees of the NASDAQ Capital Market; (f) all fees and expenses of the registrar and transfer agent of the Public Securities; (g) the printing, engraving, issuance and delivery of the Public Units, the Public Shares and the Public Warrants, including any transfer or other taxes payable thereon (h) the costs and expenses of the Company’s public relations firm; (f) Company relating to investor presentations on any “road show” undertaken in connection with the costs marketing of preparingthe offering of the Public Securities, printing including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and delivering the Securities; (g) graphics, fees and expenses of any consultants engaged in connection with the Transfer Agent for road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants, including the cost of any aircraft chartered in connection with the road show, and (i) all other costs and expenses incident to the offering of the Public Securities or the performance of the obligations under this Agreement (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s counsel and the Company’s independent accountants; (j) provided that, except to the extent otherwise provided in this Section 3.10.1 and in Sections 5.1.3 and 5.1.4, the Underwriters shall pay their own costs and expenses, including the fees and expenses of its counsel, any transfer taxes on the Company’s legal counsel resale of any Public Securities by them and other agents and representatives; (k) the Underwriters’ costs expenses of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions any offering of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid Public Securities made 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 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 Securities Public Shares to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Option Shares on the Trading Market and such other stock exchanges as the Company and the Representative Underwriter together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities Public Shares and Pre-Funded Warrants under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of the Underwriter’s Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Underwriter may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the SecuritiesPublic Shares; (gh) fees and expenses of the Transfer Agent for the Securities Public Shares (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) up to $75,000 for the Offering; Underwriter’s accountable expenses, including the fees and (n) the Underwriters’ actual “road show” expenses for the Offeringof EGS. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. All payments (including payments in kind, such as issuance, sale and delivery of Public Shares by the Company to the Underwriter and the initial sale and delivery of Public Shares by the Underwriter to purchasers thereof) made or deemed to be made by or on behalf of the Company under this Agreement shall be exclusive of any value added tax or any other tax of a similar nature (“VAT”) which is chargeable thereon. If any VAT is or becomes chargeable in respect of any such payment or deemed payment, the Company shall pay in addition the amount of such VAT. The Company will indemnify and hold harmless the Underwriter against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale of the Public Shares by the Company to the Underwriter and on the execution and delivery of this Agreement. All payments made or deemed to be made by the Company to the Underwriter, if any, under this Agreement shall be made exclusive of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income or similar taxes) imposed or levied by or on behalf of the State of Israel or any political subdivision or any taxing authority thereof or therein or of any other jurisdiction in which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having power to tax, unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or governmental charges. In such event, the Company will pay such additional amounts which will result, after such withholding or deduction, in the receipt by the Underwriter, of the amounts that would otherwise have been received had such deduction or withholding not been required. Notwithstanding anything to the contrary herein, in no event shall the Company be liable to pay (or pay additional amounts with respect to) any taxes, duties, assessments, governmental charges, withholding or deduction imposed on the Underwriter by the State of Israel or any other relevant jurisdiction or any political subdivision or taxing authority thereof or therein as set forth above as a result of the Underwriter being (currently or in the past) a tax resident of, or having a permanent establishment in, the jurisdiction imposing the tax. If requested by the Company, the Underwriter shall reasonably cooperate with the Company, by providing reasonably required information for the Company to obtain an exemption certificate from withholding or deduction in connection with the payments under this Agreement.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities Ordinary Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Ordinary Shares on the Trading Market Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities Ordinary Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney)offering documents, 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; , (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesOrdinary Shares; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ig) the fees and expenses of the Company’s accountants; (jh) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (li) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times after except that that Company shall only reimburse the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) Underwriter for the Offeringcosts of this subsection (j) if the Company gives its prior written consent to such advertisements; and (nk) the Underwriters’ actual “road show” expenses for the OfferingOffering incurred by the Company; . The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $75,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable clearing charges; (b) travel and out-of pocket expense in connection with the Offering; and (c) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that $75,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing Shares, Option Shares Securities and Underlying Shares Options Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) the Underwriters’ costs of mailing prospectuses to prospective investors; (ln) up to $140,000 for the costs associated fees and expenses of EGS (provided that if this Agreement is terminated in accordance with advertising the terms hereof and the Offering in is not consummated, the national editions Company shall only be responsible for payment of $50,000 of the Wall Street Journal fees and New York Times after the Closing Dateexpenses of EGS); and (mo) the Underwriters’ accountable expenses, including its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each Option Closing Date, if any, any (to the extent not paid at on the Closing Date), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) 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 Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ ' Agreement, Underwriters’ ' Questionnaire and Power of Attorney), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses in the amount as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company's accountants; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s 's legal counsel and other agents and representatives; and (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ ' actual “"road show” " expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, 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; (e) the costs and expenses of the Company’s public relations firm; (f) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (g) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nm) the Underwriters’ actual reasonable and documented “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option SecuritiesOver-allotment Option) 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 Closing Shares, Option Shares and Underlying Shares Securities on the Trading Market and such other stock exchanges as the Company and the Representative together determineExchange; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement this Agreement, any Blue Sky Surveys, if any, 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; (eg) the costs and expenses of any public or investor relations firm the Company’s public relations firmCompany may, in its discretion, select; (fh) the costs of preparing, printing and delivering certificates representing the Securities; (gi) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementAgent; (hj) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) the fees and expenses of the Company’s accountants; (jl) the fees and expenses of the Company’s legal counsel and other agents and representatives; (km) fees and expenses of the Representative’s Counsel not to exceed $100,000; (n) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (o) the cost of commemorative mementos and Lucite tombstones relating the transactions contemplated hereby and (np) the Underwriters’ actual accountable “road show” expenses for the Offering, with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.8.3(d), (m)-(p) not to exceed $125,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesUnits, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determinedetermine in good faith; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs cost and expenses expense of the Company’s public relations firmfirm referred to in Section 4.22 of this Agreement; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions all fees, expenses and disbursements relating to background checks of the Wall Street Journal Company’s officers and New York Times after the Closing Datedirectors; (m) the fees and expenses associated with the Underwriters’ use of the i-Deal’s book-building, prospectus tracking Deal system and compliance software (or other similar software) for the OfferingNet Roadshow; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $185,000 in the aggregate in the event of a Closing of the Offering. This $185,000 amount shall be inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option SecuritiesADSs) 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market NasdaqCM; (d) fees and expenses of the transfer agent and/or Depositary for the ADSs or the Ordinary Shares represented by such other ADSs; (e) stock exchanges transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (f) the costs associated with CD-ROMs of the public offering materials, which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Company and the Representative together determinemay reasonably request; (cg) the fees and expenses of the Company’s accountants; (h) the fees and expenses incurred by the Representative, including the fees and expenses of its legal counsel, not to exceed $125,000 in the aggregate without the written consent of the Company; (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 registration, qualification or qualification exemption of such any Public Securities or Ordinary Shares represented thereunder under the “blue sky” securities laws of such states and other foreign jurisdictions as mutually agreed upon by the Representative may reasonably designateCompany and the Representative; (dk) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; and (el) “road show” presentations to prospective purchasers of the costs and Public Securities (including any travel expenses of the Company’s public relations firm; (f) the costs of preparingofficers, printing directors and delivering the Securities; (g) fees and employees in connection with attending or hosting meetings, but not including travel expenses for employees of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the CompanyUnderwriters), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each Option Closing Date, if any, to the extent not paid at prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Preferred Stock Conversion Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent and Warrant Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $_______ for the fees and expenses of EGS; (n) all actual fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; and (l) up to $___ for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d) and otherwise which are incurred by the Underwriters shall not exceed $150,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; FINRA; all fees and expenses relating to the listing of such Closing SharesUnits, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; determine in good faith; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; designate (including, without limitation, all filing and registration fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) necessary; the costs cost and expenses expense of the Company’s public relations firm; firm referred to in Section 4.22 of this Agreement; (f) the costs of preparing, printing and delivering the Securities; Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (i) the fees and expenses of the Company’s accountants; accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; investors; (l) the costs associated with advertising the Offering in the national editions all fees, expenses and disbursements relating to background checks of the Wall Street Journal Company’s officers and New York Times after the Closing Date; directors; (m) the fees and expenses associated with the Underwriters’ use of the i-Deal’s book-building, prospectus tracking Deal system and compliance software (or other similar software) for the Offering; Net Roadshow; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the UnderwritersUnderwriters; provided, however, that all such costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $185,0001 in the aggregate in the event of a Closing of the Offering. This $185,000 amount shall be inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Public Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement 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; (eg) the costs and expenses of the Company’s public relations firm; (fh) the costs of preparing, printing and delivering the Securities; (gi) fees and expenses of the Transfer Agent for the Securities Public Shares (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 and the Preferred Stock Agency Agreement; (hj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ik) for commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request, and other advertising efforts; (l) the fees and expenses of the Company’s accountants; (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kn) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (no) for the Underwriters’ actual “road show” expenses for the Offering; (p) the Underwriters’ costs of mailing prospectuses to prospective investors; and (r) up to $185,000 for the Underwriters’ legal fees and expenses, $25,000 of which has been paid prior to the date hereof; provided, however, that expenses that are set forth in clauses (d), (k), (n), (o), (q) and (r) above shall not exceed $185,000 in the aggregate. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares and Option Warrants) with the Commission; Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; , and all fees and expenses relating to the listing of such Closing Firm Shares, Option Shares Shares, Firm Warrants, and Underlying Shares Option Warrants on the Trading Market and such other stock exchanges as the Company and the Representative together determine; determine in good faith, if applicable; (c) all fees, expenses expenses, and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; designate (including, without limitation, all filing and registration fees); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, and any “blue sky” surveys and, if appropriate, any Agreement Among 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 Final Prospectuses as the Representative may reasonably deem necessary; necessary; (e) the costs cost and expenses expense of the Company’s financial public relations firm; firm referred to in Section 4.21 of this Agreement; (f) the costs of preparing, printing printing, and delivering the Securities; Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; Underwriters; (i) the fees and expenses of the Company’s accountants; accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; investors; (l) the costs associated with advertising the Offering in the national editions all fees, expenses, and disbursements relating to background checks of the Wall Street Journal Company’s officers and New York Times after the Closing Date; directors; (m) the fees and expenses associated with the Underwriters’ use of the i-Deal’s book-building, prospectus tracking Deal system and compliance software (or other similar software) for the Offering; Net Roadshow; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses, and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the UnderwritersUnderwriters; provided, however, that all such costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $175,000, in the aggregate, if the Offering is closed, or $30,000 in the aggregate if the Offering is not closed. This $30,000 amount shall be inclusive of the $15,000 advance for accountable expenses previously paid by the Company to the Representative (the “Advance”).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each 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 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 Securities to be sold in the Offering (including the Option Securities) with the CommissionProspectus and Form F-6; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities the Shares under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdiction as XX Xxxxxx may reasonably designate; (de) the costs of all mailing and printing of documents in connection with the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firmOffering; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ig) the fees and expenses of the Company’s accountants; (h) all filings fees and communication expense associated with the review of the Offering by FINRA; (i) up to $20,000 of XX Xxxxxx’x actual accountable road show expenses for the Offering; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs $29,500 cost associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ XX Xxxxxx’x use of i-DealIpreo’s book-book building, prospectus tracking and compliance software (or other similar software) for the Offeringoffering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in xxx aggregate amount not to exceed $5,000; and (nl) the Underwriters’ actual “road show” expenses fees for Representative Counsel in the United States, in an amount not to exceed $175,000 in the event of a Closing of the Offering, and a maximum of $100,000 in the event there is no Closing. Additionally, the Company has provided an expense advance to the Representative of $50,000 (the “Advance”). The Underwriters Advance shall be applied towards out-of-pocket accountable expenses set forth herein and any portion of the Advance shall be returned back to the Company to the extent not actually incurred. The Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. (i) The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nm) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however , that all legal costs and expenses pursuant to this Section 4.6(i) and otherwise which are incurred by the Underwriters shall not exceed $90,000 in the aggregate in the event of a Closing of the Offering, or $20,000 in the event there is not a Closing ($25,000 of which has been paid prior to the Execution Date).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing SharesSecurities, Option Shares Securities and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (lk) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed up to $10,000 in the aggregate; (m) up to $5,000 in the aggregate in the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; (n) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (no) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of Underwriters incurred as a result of providing services related to the expenses set forth herein Offering to be paid by the Company to the UnderwritersUnderwriters ($25,000 of which has been paid prior to the Execution Date and will be reimbursed to the extent not offset by actual expenses), up to a maximum aggregate expense allowance of $150,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares Warrant ADSs on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the designate if any costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) up to $100,000 for the fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual, up to $15,000 in the aggregate; (m) up to $2,500 in the aggregate in the costs associated with advertising the Offering in the national editions bound volumes of the Wall Street Journal public offering materials as well as commemorative mementos and New York Times lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Datein such quantities as the Underwriters may reasonably request; (mn) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (no) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date; provided, or each Option Closing Datehowever, if any, that the expenses that are set forth herein to be paid by in clauses (j), (l), (m), (n) and (o) above shall not exceed $40,000 in the Company to the Underwritersaggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) all “road show” expenses, including, without limitation, travel and lodging expenses associated with such trips, (h) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (ei) the costs and expenses of the Company’s public relations firm; (fj) the costs of preparing, printing and delivering the Securities; (gk) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency AgreementSecurities; (hl) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (im) the fees and expenses of the Company’s accountants; and (jn) the fees and expenses of the Company’s legal counsel and other agents and representatives; . Upon the Representative’s request, the Company shall provide funds to pay all out-of-pocket fees, expenses and disbursements (kincluding legal fees and expenses) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use Representative incurred as a result of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for providing services related to the Offering; and (n) , with the Underwriters’ actual “road show” expenses for the Offeringaggregate maximum expense allowance to be capped at $220,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company further agrees that, in addition to the expenses payable pursuant to this Section 4(d), at the Closing it will pay to the Representative a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Closing Securities by deduction from the proceeds of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designatedesignate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative’s counsel at Closing); (df) all fees and expenses associated with the i-Deal system and NetRoadshow; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (eh) the costs and expenses of the Company’s hiring and retaining a public relations firm; (fi) the costs of preparing, printing and delivering certificates representing the Securities; (gj) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; (il) the fees and expenses of the Company’s accountants; (jm) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ Company’s actual “road show” expenses for the Offering and (o) the fees and expenses of the Representative (including any of the Representative’s “road show” expenses for the Offering). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d) and otherwise which are incurred by the Underwriters shall not exceed $100,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determineNasdaq; (cd) all reasonable fees, expenses and disbursements relating to background checks of the registration or qualification of such Securities under the “blue sky” securities laws of such states Company’s officers and other foreign jurisdictions as the Representative may reasonably designatedirectors; (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the fees and expenses of EGS; and (o) up to $75,000 for the Underwriters’ accountable expenses, including the fees and expenses of EGS, its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, for the expenses set forth herein 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 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 Securities securities to be sold in the Offering (including the Option SecuritiesADSs) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares Option ADSs on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) designate the costs costs, if any, of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securitiessecurities; (gf) fees and expenses of the Transfer Agent for the Securities securities (including, without limitation, any fees required for same-same- day processing of any instruction letter delivered by the Company), including, without limitation, fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; and (ji) the a maximum of $50,000 for fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the OfferingUnderwriters’ counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities Shares to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities Shares under the “blue sky” securities laws of such states and other 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; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the SecuritiesShares; (g) fees and expenses of the Transfer Agent for the Securities Shares (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each 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 Units and Option Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA 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 Closing Shares, Option Shares and Underlying Shares Public Securities on the Trading Market Exchange and such other stock exchanges as the Company and the Representative together determine; (cd) all actual fees, expenses and disbursements relating to the registration or qualification of such 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); (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (df) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering certificates representing the Public Securities; (gh) fees and expenses of the Transfer Agent transfer and warrant agent for the Securities (including, without limitation, any fees required for same-day processing shares of any instruction letter delivered by the Company), including, without limitation, fees Common Stock and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency AgreementWarrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions fees and expenses of the Wall Street Journal Underwriter’s legal counsel not to exceed $85,000; and New York Times after the Closing Date; (m) up to $10,000 the Underwriters’ use of i-DealUnderwriter’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual accountable “road show” expenses for the Offering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each the Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares the Common Stock and Underlying Shares the Warrants on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (gf) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentative; (kj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (l) the costs fees and expenses associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nm) the Underwriters’ Company’s actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the expenses set forth herein Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses pursuant to this Section 4.6(d) and otherwise which are incurred by the Underwriters shall not exceed $115,000 in the aggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (cd) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), including, without limitation, Company and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 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 Securities to be sold in the Offering (including the Option SecuritiesShares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares, and Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative Representatives together determine; (cd) up to $25,000 to Representative’s legal counsel for “blue sky” fees and expenses, and all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Representatives may reasonably designatedesignate (including, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (de) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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 Representatives may reasonably deem necessary; (ef) the costs and expenses of the Company’s public relations firm; (fg) the costs of preparing, printing and delivering the Securities; (gh) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ij) the fees and expenses of the Company’s accountants; (jk) the fees and expenses of the Company’s legal counsel and other agents and representatives; (kl) the Underwriters’ costs of mailing prospectuses to prospective investors; (lm) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (mn) the fees and expenses of SHLLP, not to exceed $125,000; (o) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (p) the cost for the Underwriters’ use of i-DealIPreo’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (nq) the Underwriters’ actual and accountable “road show” expenses for the OfferingOffering up to $12,500; provided that the amounts due to the Underwriters shall be reduced by the $50,000 advanced to date. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein 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 each 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 Securities ADSs to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares ADSs on the Trading Market Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (c) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Securities ADSs under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative Underwriter may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (includingoffering documents, without limitationRegistration Statements, the Underwriting Agreement and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), ADS 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; , (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesADSs; (gf) fees and expenses of the Transfer Agent Depositary for the Securities (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 and the Preferred Stock Agency AgreementADSs; (hg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (ih) the fees and expenses of the Company’s accountants; (ji) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (lj) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times after except that that Company shall only reimburse the Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) Underwriter for the Offeringcosts of this subsection (k) if the Company gives its prior written consent to such advertisements; and (nl) the Underwriters’ actual “road show” expenses for the OfferingOffering incurred by the Company. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $100,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable clearing charges; (b) travel and out-of pocket expense in connection with the Offering; (c) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering; (d) cost of due diligence meetings not exceeding $10,000 in the aggregate; and (e) preparation of printed documents for closing and deal mementos with costs not exceeding $3,000. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that US$50,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Securities to be sold in the Offering (including the Option Securities) with the CommissionCommission and the Canadian Authorities; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares Shares, Warrants and Underlying Warrant Shares on the Trading Market and such other stock share exchanges as the Company and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other 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); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement 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; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (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 and the Preferred Stock Agency Agreement; (h) stock share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) up to $150,000 for the Underwriters’ costs fees and expenses of mailing prospectuses to prospective investorsEGS; (l) up to $250,000 for the costs associated with advertising fees and expenses of Stikeman Elliot LLP, Canadian counsel to the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DateUnderwriters; (m) up to $50,000 for other out-of-pocket expenses of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (n) the Underwriters’ actual “road show” expenses $12,900 for the Offeringactual costs of the Representatives’ clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.