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 previously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in Underwriters other than amounts advanced to the event that Representative as of the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofdate of this Agreement.

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 previously paidpaid 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 Shares) with the Commission; (b) all Public Offering Filing System FINRA filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors appointed after December 9, if any2019 in an amount not to exceed $5,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states 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)designate; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm of the Company referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsTransfer Agent; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times, (m) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $100,000; (includingq) the $29,500 cost associated with the use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; and (r) up to $10,000 of the Representative’s actual accountable “road show” expenses for the Offering; provided, domestic and foreign legal counselhowever, background checks, travel that the maximum amount of accountable expenses and other diligence expenses)with respect to subparagraphs (a) through (r) above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $144,500. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date (in each case, if then due), 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 ADSs) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities and ADSs on the ExchangeNasdaqCM; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees), and which will be the reasonable Representative’s counsel’s fees and disbursements of “blue sky” counsel)expenses fixed at $25,000 payable to such counsel at Closing Date; (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities ADSs from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (lg) up to $100,000 for the Representative’s “road show” expenses, legal expenses and additional diligence expenses not covered by this Section. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to reimburse the Representative or the Underwriters legal, due diligence fees and “road show” expenses in excess of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)$125,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Payment for the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the UnderwritersUnderwriters shall be made on the Closing Date or Option Closing Date, providedas applicable, howeverby wire transfer in Federal (same day) funds, that in payable to the event that order of the Offering is terminatedRepresentative, provided the Representative has previously delivered to the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofan adequate accounting of such 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (e) all fees, if any, reasonable expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counselcounsel in an amount not to exceed $10,000); (ef) all fees, reasonable 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (n) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lo) up to $20,000 of the due diligence fees Underwriter’s actual accountable “road show” expenses for the Offering. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Underwriter (including, without limitation, domestic Firm Shares and foreign legal counsel, background checks, travel expenses Option Shares and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereoftransactions contemplated thereby.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $2,500 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $65,000; (q) the Underwriter $23,000 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (includingr) upon successful completion of the Offering, without limitation, domestic and foreign legal counsel, background checks, travel up to $20,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid 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 Common Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses up to $50,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriters’ actual out-of-pocket expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)as applicable; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Representative Counsel not to exceed $150,000; and (includingp) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, without limitationthat the maximum amount that the Company shall pay for items (d), domestic (k), (l), (o) and foreign legal counsel, background checks, travel expenses (p) and other diligence expenses)shall be $200,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the event that amount of $25,000 to be applied towards accountable expenses due and payable to the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofRepresentative.

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 previously paidpaid 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 the Offering Shares with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Shares on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities 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 reasonable fees and disbursements of “blue sky” counsel)designate; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsOrdinary Shares; (ik) share fees and expenses of the Depositary under the Deposit Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of counsel to the Underwriter Underwriters; (p) the cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and ® the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $100,000 in the aggregate for legal fees and foreign legal counsel, background checks, travel expenses and other diligence related expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in . The Company shall also pay to the event that Underwriters a non-accountable expense allowance equal to 1% of the gross proceeds of the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofat 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)[reserved]; (e) 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[reserved] (f) [reserved]; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials 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, not to exceed $3,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; (s) up to $10,000 of the Underwriters’ actual accountable “road show” expenses; (t) up to $30,000 of the Underwriter’s market making and trading, and clearing firm settlement expenses for the Offering; (u) the fees and expenses of the Underwriter (including, without limitation, domestic and foreign Company’s legal counsel, background checks, travel expenses counsel and other diligence expenses)agents and representatives; and (v) the fees and expenses of the Underwriter’s legal counsel not to exceed $125,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representatives together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives 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 shall not exceed $25,000 in the aggregate and shall be payable by the Company at Closing); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (g) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (l) 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 Representatives may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) one half of the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign Underwriters’ legal counsel, background checkssuch payment by the Company not to exceed $30,000; and (p) the Underwriters’ additional actual accountable “road show” expenses for the Offering, travel expenses and other diligence expenses)subject to a maximum of $50,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid 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 the Offering with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of the shares of Common Stock Company’s equity or equity-linked securities on the an Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 Representative’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessaryOffering documents; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities the Public Securities and Representative’s Securities from the Company to the UnderwritersRepresentative; (jh) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (li) $150,000 for legal fees for the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares and/or Option Warrants) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such 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” counselcounsel up to $10,000); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign Representatives’s legal counsel, background checks, travel expenses counsel and other diligence expenses)reasonable accountable expenses in an amount not to exceed $200,000 in the aggregate. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, ; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $5,000 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $100,000; (q) the Underwriter $19,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (includingr) upon successful completion of the Offering, without limitationup to $20,000 of the Underwriters’ actual accountable “road show” expenses for the offering; provided that such amount shall be $40,000 to the extent “road shows” take place outside of the United States, domestic provided, however, that expenses that are set forth in clauses (d), (m), (p) and foreign legal counsel, background checks, travel expenses and other diligence expenses)(r) above shall not exceed $140,000 in the aggregate. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the initial Closing Date, and, in respect of Transfer Taxes only, to the extent provided for in Section 5(d) below, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Offered Securities to be sold in this Offering (including the Offering Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Offered Securities on the ExchangeExchange and on such other stock exchanges as the Company and Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Offered Securities offered 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); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesOffered Securities to be offered in this offering; (hi) fees and expenses of the Company’s transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersOffered Securities; (j) the fees and expenses of the Company’s accountantsaccountant; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $75,000; (includingm) the $29,500 cost associated with the use of Ipreo’s book building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (n) up to $20,000 of the Representative’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, ; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 9 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the Exchange; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $3,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $85,000; (includingq) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; and (s) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, domestic the total reimbursable amount pursuant to clauses (p),(q),(r) and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will (s) shall be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to pay or reimburse to, domestic or pay on behalf of, the Representative for any expenses as set forth in the preceding sentence shall not exceed $150,000.00 in the aggregate, including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that less the Advance (as such term is defined in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.2 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 previously paidpaid 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 Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 fees and expenses of the Company’s accountants; and (km) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)representatives. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses expenses, if any, set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such shares of Common Stock on the ExchangeExchange and on such other stock exchanges as the Company and Representative together determine, including any fees charged by The Depository Trust Company {DTC) for new securities; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers, if anydirectors and entities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities such shares of Common Stock under the “blue sky” ’’ securities laws of such states states, if applicable, 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)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm referred to in Section 3.8 (h) hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses expenses. of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post- Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and Incite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as Representative may reasonably request, in an amount not to exceed $3,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $125,000; (includingq) the $29,500 cost associated with the use of lpreo’s book building, without limitationprospectus tracking and compliance software for the Offering; (r) $10,000 for data services and communications expenses; (s) up to $10,000 of Representative actual accountable “road show” expenses; and (t) up to $30,000 of Representative’s market making and trading, domestic and foreign legal counselclearing firm settlement expenses for the Offering. The aggregate accountable expense reimbursement will not exceed $200,000 (of which $25,000 has been paid as an advance (“Advance”) pursuant to that certain engagement letter, background checksMay 25, travel expenses 2023, by and other diligence expensesbetween the Company and ThinkEquity LLC (as amended on September 22, 2023 (the “Engagement Letter”)). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)less any amounts previously advanced against such actual reimbursable expenses) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $2,500 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of Underwriter’s legal counsel not to exceed $75,000; (q) the Underwriter $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (includingr) upon successful completion of the Offering, without limitation, domestic and foreign legal counsel, background checks, travel up to $20,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock Closing Warrant Shares, the Underwriters’ Warrant Shares, the Closing Conversion Shares and the Underwriters’ Conversion Shares, on the ExchangeTrading Market and such other stock exchanges as the Company and the Representative together determine; (dc) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, including without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)) ; (e) 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; (fd) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, 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; (ge) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer and warrant agent Transfer Agent for the UnitsCommon Stock, the Common Stock Warrant Agent for the Closing Warrant, the Underwriters’ Warrant and Underwriters’ Unit Warrant and the WarrantsPreferred Stock Agent for the Preferred Stock (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (ih) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (ji) the fees and expenses of the Company’s accountants; (kj) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the due diligence costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date, (m) fees and expenses of the Underwriter EGS; (includingn) any fees that may be payable to other investment banks or broker dealers related to this Offering and (o) all other fees, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)disbursements of the Representative relating to this Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) 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 event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofaggregate.

General Expenses Related to the Offering. The Company hereby agrees to pay on at each of the Closing Date and each Option Closing Date, if any, Time to the extent not previously paidpaid at the Closing Time, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ec) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative Placement Agent may reasonably designate; (fe) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Placement Agent Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Placement Agent may reasonably deem necessary; (f) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) the fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsPublic Securities; (i) share all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (j) the fees and expenses of the Company’s accountants; (k) the costs associated with CD forms of the public offering materials; (l) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees Placement Agent’s reasonable travel and out-of-pocket expenses as incurred in connection with its services up to an aggregate amount of the Underwriter (including$45,000, without limitation, domestic and foreign legal counsel, background checks, provided that travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will expenses in excess of $5,000 must be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid pre-approved 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(cvia email; and (n) hereofreasonable fees and disbursements of counsel(s).

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all 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 the shares of Common Stock such Public Securities on the ExchangeOTCQB and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $20,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 a maximum payment of $20,000 to such counsel at Closing; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with 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 $1,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $50,000; (includingp) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitationprospectus tracking and compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering, domestic and foreign legal counsel, background checks, travel expenses and other diligence expensesless the Advance (as such term is defined in Section 8.3 hereof). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that less the Advance (as such term is defined in the event that the Offering is terminatedSection 8.3 hereof). Except as provided for in this Agreement, the Company agrees to reimburse Underwriters shall bear the Underwriters pursuant to Section 8(c) hereofcosts and expenses incurred by them in connection with the sale of the Firm Shares and Option Shares and the transactions contemplated thereby.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock Shares on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (v) all fees, if any, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states 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)designate; (evi) 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; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hix) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxi) 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; (xii) up to $2,500 in 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; (xiii) the fees and expenses of the Company’s accountants; (kxiv) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lxv) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $25,000; (includingxvi) the $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (xvii) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel); (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Exchange, the Company shall make a payment of “blue sky” counsel$5,000 to such counsel at Closing); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of preparing, printing and delivering certificates representing the Public Securitiesa public relations firm; (hi) [intentionally omitted]; (j) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (p) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lq) the due diligence fees Underwriter’s actual accountable “road show” expenses for the Offering; provided however that in no event shall the Company be obligated to pay more than an aggregate of $110,000 of such expenses payable pursuant to clauses (b), (d), (e), (f), (g), (l), (m), (p) and expenses (q) of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)this paragraph. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that . Except as provided for in the event that the Offering is terminatedthis Agreement, the Company agrees to reimburse Underwriters shall bear the Underwriters pursuant to Section 8(c) hereofcosts and expenses incurred by them in connection with the sale of the Public Securities and the transactions contemplated hereby.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representatives together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Representatives 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 shall not exceed $25,000 in the aggregate and shall be payable by the Company at Closing); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary; (g) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (l) 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 Representatives may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) one half of the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $30,000; and (including, without limitation, domestic and foreign legal counsel, background checks, travel p) the Underwriters’ additional actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid 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 Units and Option Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $6,000 cap, if anyhowever, to the extent the Representative has conducted such background check of an individual in the prior six months, no further background check will be necessary; (e) all actual fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 $1,000; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $100,000; and (including, without limitation, domestic and foreign legal counsel, background checks, travel o) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaqCM and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual and $10,000 in the aggregate (provided that the Company provides the most recently available background checks of the Company’s officers and directors to the Representative in a form reasonably satisfactory to the Representative); (v) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (evi) 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; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hix) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxi) the costs associated with bound or compact-disc volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request in an amount not to exceed $3,000 in the aggregate; (xii) the fees and expenses of the Company’s accountants; (kxiii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (xiv) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lxv) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states states, if applicable, 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)designate; (e) 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; (f) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, Prospectuses without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the public relations firm referred to in Section 3.8; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jk) 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 fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign Representative’s legal counsel, background checks, travel expenses and other diligence expenses)counsel not to exceed $30000;. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)less any amounts previously advanced against such actual reimbursable expenses) to be paid by the Company to the Underwriters, provided, ; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof8.3.

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 previously paidpaid 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 the Offering and with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities and on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) all fees, expenses and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share fees and expenses of the warrant agent under the Warrant Agent Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of Representative Counsel; (q) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) 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; and (s) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed One Hundred Thousand Dollars ($100,000) in the aggregate for legal fees and foreign legal counselrelated expenses. Additionally, background checks, travel expenses and other diligence one percent (1.0%) of the gross proceeds of the Offering shall be provided to XX Xxxxxx for nonaccountable expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that less the Advance (as such term is defined in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration feesif the Offering is commenced on the Over-the-Counter Bulletin Board, and the reasonable fees and disbursements upon the commencement of “blue sky” counsel)work by such counsel of up to $10,000; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials 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 up to $5,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) fees and expenses of the Underwriter Representative’s Counsel not to exceed $100,000; and (including, without limitation, domestic and foreign legal counsel, background checks, travel r) up to $21,775 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in other than amounts already advanced to the event that Representative as of the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofdate of this Underwriting Agreement.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $15,000); (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaqCM and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing, or if the Offering is commenced on the Nasdaq CM or on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” counselwork by such counsel and an additional $5,000 at Closing); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with 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 Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the reasonable fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (o) the $21,775 cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lq) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock Ordinary Shares on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock Ordinary Shares and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representative (“Benchmark Legal Fees”) not to exceed $75,000 and to be paid in cash by wire transfer of immediately available funds to an account designated by the Representative of the amounts raised in each Offering; (l) the Representative’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lm) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, which expenses related to background checks of senior management not to exceed an amount equal to $7,500, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000107,500. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof. Representative shall receive prior approval for any individual expense in excess of $2,500, which such approval not to be unreasonably withheld by the Company.

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 previously paidpaid 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 the Offering and with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities and on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) all fees, expenses and disbursements relating to the registration, qualification qualification, or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing printing, and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share fees and expenses of the warrant agent under the Warrant Agent Agreement; (l) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of Representative Counsel; (q) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) 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; and (s) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of- pocket expenses actually incurred as set forth in the preceding sentence shall not exceed One Hundred Thousand Dollars ($100,000) in the aggregate for legal fees and foreign legal counselrelated expenses. Additionally, background checks, travel expenses and other diligence one percent (1.0%) of the gross proceeds of the Offering shall be provided to XX Xxxxxx for nonaccountable expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that less the Advance (as such term is defined in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid 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 the Offering and Representative’s Securities with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock Ordinary Shares and Warrants on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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)) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, Ordinary Shares and fees and expenses of the Common Stock and warrant agent under the WarrantsWarrant Agent Agreement; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $5,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of Representative Counsel; (p) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering ($29,500); (q) 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; and (r) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show”, domestic and foreign legal counselnot to exceed $20,000. Notwithstanding the foregoing, background checksthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $175,000 (including the Advance, travel as such term is defined below). As of the date of this Agreement, the Company has paid the Representative the sum of $50,000 as an advance against reasonable out-of-pocket expenses and other diligence expenses(the “Advance”). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in less the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofAdvance.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements 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, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $5,000 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $10,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $100,000; (q) the Underwriter $26,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (including, without limitation, domestic r) the $4,800 cost associated with the Underwriters’ use of Finsights’s deal roadshow presentation and foreign legal counsel, background checks, travel software; and (s) up to $25,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses will not exceed $________ in the aggregate.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) fees and expenses of the costs transfer agent for the shares of preparing, printing and delivering certificates representing the Public SecuritiesCommon Stock; (h) fees and expenses of the transfer and warrant agent for under the Units, the Common Stock and the WarrantsWarrant Agency Agreement; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the costs associated with 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; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees and expenses of Representative Counsel; (n) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingo) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000.00 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursements, if any, disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (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 the payment of $5,000 to such counsel on the Closing Date; (ev) 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; (fvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gvii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hviii) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsTransfer Agent; (iix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jx) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (xi) the fees and expenses of the Company’s accountants; (kxii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lxiii) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $65,000; and (including, without limitation, domestic xiv) the cost and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, ’s public relations firm. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaqCM, the Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities such 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 reasonable fees and disbursements of “blue sky” counsel); (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (m) the $20,000 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the offering; and (ln) the due diligence fees and expenses up to $25,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Representative’s actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (v) all fees, if any, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (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 the payment of $5,000 to such counsel on the Closing Date; (evi) 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; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hix) fees and expenses of the transfer and warrant agent for the Units, the Common Stock Transfer Agent and the WarrantsWarrant Agent; (ix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxi) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (xii) the fees and expenses of the Company’s accountants; (kxiii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lxiv) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $50,000; (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be xv) the $100,000. The Representative, 29,500 cost associated with the prior approval Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (xvi) the cost and expenses of the Company’s public relations firm; (xvii) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request in an amount not to exceed $5,000; and (xviii) up to $20,000 of the Representative’s actual accountable “road show” expenses for the Offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

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 previously paidpaid at the Closing Date, all expenses incident related to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Series C Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s named executive officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Series C Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the UnderwritersRepresentative, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Representative pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, or upon demand if there is no Closing, 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 Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchange or exchanges as the Company and the Representative may together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (fe) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gf) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (ih) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times and 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; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of Representative Counsel up to an amount of $125,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for in this Section); (m) translation cost for due diligence purposes, the Underwriter reasonable cost for roadshow meetings and the preparation of a power point presentation; and (n) the Underwriters’ actual accountable expenses for the Offering, including, without limitation, domestic expenses related to the “road show,” the cost associated with the Representatives’ use of book-building and foreign legal counselcompliance software for the Offering, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval checks of the Company’s officers and directors; and preparation of bound volumes and Lucite cube mementos in such quantities as the Representative may reasonably request. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $125,000 in the aggregate, including but not limited to travel, communication, third party expenses, etc., the legal fees and disbursements of counsel to the Underwriters and road show expenses as described therein (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). For the sake of clarity, it is understood and agreed that the Company shall be responsible for the legal fees and disbursements of Representative Counsel detailed in this Section irrespective of whether the Offering is consummated, subject to a cap of $50,000 in the event that there is not a Closing. Additionally, the Company had provided an expense advance (the “Advance”) to the Representative of $25,000. The Advance shall be applied towards out-of-pocket expense 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 deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Securities securities to be sold in this Offering (including the Offering underwriters’ Over-allotment Securities) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and on such other stock exchanges as the Company and Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities offered 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 as follows: (1) if the Offering is commenced on the NASDAQ Global Market, the NASDAQ Global Select Market or the NYSE Amex , the Company will make a payment of $5,000 to such counsel at closing or (2) if the offering is commenced on the NASDAQ Capital Market or the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing; (e) 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; (f) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities to be offered in this offering; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrantssecurities; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jk) the costs associated with the post-closing advertising of this Offering in the national editions of the Wall Street Journal and New York Times; (l) 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; (m) the fees and expenses of the Company’s accountantsaccountant; (kn) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the fees and expense of the Representative’s legal counsel, not to exceed $75,000; (p) the $29,500 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for this offering; and (lq) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Representative’s actual accountable “road show” expenses and other diligence expenses)for this Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters. Notwithstanding the foregoing, provided, however, that in the event that the Offering is terminated, the Company agrees our obligations to reimburse the Underwriters pursuant to Section 8(c) hereofrepresentative for any out of pocket expenses will not exceed $125,000 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 previously paid, including the Advance (as such term is defined in tSection 7.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on any stock exchanges as the shares of Common Stock on Company and the ExchangePlacement Agent together determine, including any fees charged by the DTC for new securities; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers, if anydirectors and entities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” counselwork by such counsel and an additional $5,000 at Closing); (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative Placement Agent may reasonably designate; (fg) the costs of all mailing and printing of the placement documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any agreement with the Placement Agent, Selected Dealers’ Agreement, Placement Agent’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 Placement Agent may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ik) share stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (jl) 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 Placement Agent may reasonably request, in an amount not to exceed $3,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Placement Agent’s legal counsel not to exceed $125,000; (includingp) the $29,500 cost associated with the Placement Agent’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (p) up to $15,000 of the Placement Agent’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofPlacement Agent.

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 previously paidpaid 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 of the Company relating to the registration of the Public Securities Shares to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Shares on the ExchangeNasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual (or $[ ] in the aggregate); (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities such 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 reasonable fees and disbursements of “blue sky” counsel, it being agreed that such fees and expenses will be limited to $10,000 in the aggregate); (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.9 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with public 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 Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (o) the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lp) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The RepresentativeRepresentative may, with the Company’s prior approval of the Companywritten consent, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange 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; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $125,000; (includingo) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses compliance software for the Offering; and other diligence (p) $10,000 for data services and communications expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and if the reasonable fees and disbursements of “blue sky” counsel)Offering is commenced on the Over-the-Counter Bulletin Board; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Representative Counsel not to exceed $75,000; and (includingp) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, without limitationthat the maximum amount that the Company shall pay for items (d), domestic (k), (l), (o) and foreign legal counsel, background checks, travel expenses (p) and other diligence expenses)shall be $175,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in other than amounts already advanced to the event that Representative as of the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofdate of this Underwriting Agreement.

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 previously paidpaid 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 Units and Option Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $6,000 cap, if anyhowever, to the extent the Representative has conducted such background check of an individual in the prior six months, no further background check will be necessary; (e) all actual fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with 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 $1,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $100,000; and (including, without limitation, domestic and foreign legal counsel, background checks, travel q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with commemorative mementos and lucite tombstones, 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $125,000; (includingo) the costs associated with the Underwriter’s use of Ipreo’s book-building, without limitationprospectus tracking and compliance software for the Offering; and (p) the Underwriters’ actual accountable “road show” expenses. The expenses to be paid by the Company and reimbursed to the Underwriters under this Section 3.10 shall not exceed $150,000. In addition, domestic and foreign legal counselthe Company shall be responsible for all fees, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval disbursements relating to background checks of the Company, ’s officers and directors in an amount not to exceed $7,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements 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, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $5,000 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $10,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $100,000; (q) the Underwriter $26,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (including, without limitation, domestic r) the $4,800 cost associated with the Underwriters’ use of Finsights’s deal roadshow presentation and foreign legal counsel, background checks, travel software; and (s) up to $25,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, or upon demand if there is no Closing, 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 Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchange or exchanges as the Company and the Representative may together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (fe) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gf) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (ih) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times and 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; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of Representative Counsel up to an amount of $125,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for in this Section); (m) translation cost for due diligence purposes, the Underwriter reasonable cost for roadshow meetings and the preparation of a power point presentation; and (n) the Underwriters’ actual accountable expenses for the Offering, including, without limitation, domestic expenses related to the “road show,” the cost associated with the Representatives’ use of book-building and foreign legal counselcompliance software for the Offering, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval checks of the Company’s officers and directors; and preparation of bound volumes and Lucite cube mementos in such quantities as the Representative may reasonably request. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate, including but not limited to travel, communication, third party expenses, etc., the legal fees and disbursements of counsel to the Underwriters and road show expenses as described therein (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). For the sake of clarity, it is understood and agreed that the Company shall be responsible for the legal fees and disbursements of Representative Counsel detailed in this Section irrespective of whether the Offering is consummated, subject to a cap of $50,000 in the event that there is not a Closing. Additionally, the Company had provided an expense advance (the “Advance”) to the Representative of $25,000. The Advance shall be applied towards out-of-pocket expense 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 deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all actual fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the Exchange, and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual and $15,000 in the aggregate; (e) all actual fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign Underwriter’s legal counsel, background checksnot to exceed $50,000; (n) the cost associated with the Underwriter’s use of Ipreo’s book-building, travel prospectus tracking and compliance software for the Offering; and (o) the Underwriter’s actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, the Company shall only be required to reimburse up to a maximum of $50,000 of the Representative’s actual accountable expenses as provided in clauses (d), (m), (n) and other diligence expenses)(o) above . The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the UnderwritersUnderwriter, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) 8.3 hereof. .

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each any Option Closing Date, if any, to the extent not previously paidpaid 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 ADSs) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities and ADSs on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors up to $7,500; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) up to $125,000 for the Representative’s legal fees and expenses, of which $25,000 has been paid as an advance prior to the date hereto; (i) expenses related to commemorative mementos and lucite tombstones; (j) the fees Underwriters’ use of Ipreo’s book-building, prospectus tracking and expenses of compliance software for the Company’s accountantsOffering; and (k) the fees and actual accountable “road show” expenses of for the Company’s legal counsel and other agents and Representative; Offering, provided that the total expenses payable by the Company that are set forth in clauses (b), (f), (h), (i), (j) and (lk) the due diligence fees and expenses hereunder shall not exceed an aggregate of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)$150,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in provided the event that the Offering is terminated, Representative has previously delivered to the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofan adequate accounting of such 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) fees and expenses of the costs transfer agent for the shares of preparing, printing and delivering certificates representing the Public SecuritiesCommon Stock; (h) fees and expenses of the transfer and warrant agent for under the Units, the Common Stock and the WarrantsWarrant Agreement; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the costs associated with 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; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees and expenses of Representative Counsel; (n) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingo) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000.00 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)) in an amount not to exceed $10,000; (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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the shares of Common Stock and Preferred Shares and warrant agent for the Units, the Common Stock and the Warrants; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign Underwriter’s legal counsel, background checks, travel expenses and other diligence expenses)counsel not to exceed $50,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $175,000.00 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that less the Advance (as such term is defined in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paid, including the Advance (as such term is defined in Section 8.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities Common Shares to be sold in the Offering (including the Option Shares, if any) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange 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; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers, if anydirectors and entities; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm referred to in section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $125,000; (includingq) cost associated with the use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; (r) data services and communications expenses; (s) the Representative’s actual accountable “road show” expenses; and (t) the Representative’s market making and trading, domestic and foreign legal counsel, background checks, travel clearing firm settlement expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in . Notwithstanding the event that the Offering is terminatedforegoing, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereoftotal accountable expenses shall not exceed $150,000.

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 previously paidpaid at the Closing Date, all expenses incident relating to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Additional Securities) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the such shares of Common Stock and Warrants on the ExchangeNasdaqCM and on such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the such 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, it being agreed that, if the Offering is commenced on the OTC Bulletin Board, such fees and expenses will be limited to a payment by the Company of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and a payment by the Company of an additional $5,000 at Closing); (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.5 of this Agreement; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsPublic Securities; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones of approximately $5,000, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (p) the $21,775 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lq) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Representative’s actual accountable “road show” expenses and other diligence expenses)for the Offering; the remaining balance will be borne by the Underwriters. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in provided the event that the Offering is terminated, Representative has previously delivered to the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofan adequate accounting of such 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with and expenses relating to the review of the Offering by FINRAFINRA (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of FINRA counsel (such counsel fees and disbursements not to exceed $30,000)); (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) [reserved]; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counselcounsel (such counsel fees and disbursements not to exceed $30,000)); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the Company’s public relations firm; (i) the costs of preparing, printing and delivering any certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jm) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $150,000 (including, without limitation, domestic such cap inclusive of counsel fees and foreign legal counsel, background checks, travel expenses disbursements pursuant to clauses (b) and other diligence expenses(e) of this Section 3.9.1). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)which amount shall be mutually agreed upon between the Company and the Representative prior to such Closing Date) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “"blue sky” " securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees costs associated with commemorative mementos and expenses of lucite tombstones, which the Company’s accountantsCompany or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (k) the fees and expenses of the Company’s 's accountants; (l) the fees and expenses of the Company's legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees and expenses of the Underwriter Representative's legal counsel not to exceed $85,000; (includingn) the costs associated with the Underwriter's use of Ipreo's book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses compliance software for the Offering; and other diligence (o) the Underwriters' actual accountable "road show" expenses). The Representative’s maximum aggregate expense reimbursement allowance will expenses to be paid by the Company and reimbursed to the Underwriters under this Section 3.10 shall not exceed $100,000. The RepresentativeIn addition, with the prior approval Company shall be responsible for all reasonable, documented and out-of-pocket fees, expenses and disbursements relating to background checks of the Company, 's officers and directors in an amount not to exceed $7,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsOrdinary Shares; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of Representative Counsel; (p) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (r) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $80,000 in the aggregate for fees and foreign related expenses, including “roadshow”, diligence, and reasonable legal counsel, background checks, travel expenses fees and other diligence expenses)disbursements of Representative Counsel. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA and $10,000 for legal expenses of the Underwriters in connection with such FINRA Public Offering filing; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)) in an amount not to exceed $25,000; (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; (f) the costs of all mailing and printing of the underwriting documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the shares of Common Stock and Preferred Shares and warrant agent for the Units, the Common Stock and the Warrants; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; and (k) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)representatives. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent and/or depository receipt agent for the Units, the Common Stock and the WarrantsADSs; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $75,000; (includingp) the $29,500 cost associated with the use of Ipreo’s book-building, without limitationprospectus tracking and compliance software for the Offering; (q) $10,000 for data services and communication expenses; (r) $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; and (s) up to $30,000 of the Representative’s market making and trading, domestic and foreign legal counsel, background checks, travel clearing firm settlement expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Shares) with the Commission; (b) all Public Offering Filing System FINRA filing fees and up to $15,000 for all of the Representative’s expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers, if anydirectors and entities in an amount not to exceed $10,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states 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)designate; (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm of the Company referred to herein; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsTransfer Agent; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $125,000; (includingq) the $29,500 cost associated with the use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; and (r) up to $15,000 of the Representative’s actual accountable “road show” expenses for the Offering; provided, domestic and foreign legal counselhowever, background checksthat the maximum amount of accountable expenses with respect to subparagraphs (a) through (r) above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $195,000, travel expenses and other diligence expensesless the Advance (as such term is defined in Section 8.3 hereof). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, . The Representative hereby acknowledges and agrees that in any unused portion of the event that the Offering is terminated, Advance will be returned to the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofextent such out-of-pocket accountable expenses are 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 the Option Closing Date, if any, to the extent not previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $5,000 to such counsel on the Closing Date; (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the Warrants; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $125,000; (o) the Underwriter $19,950 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering and (including, without limitation, domestic and foreign legal counsel, background checks, travel p) up to $25,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counselcounsel in an amount not to exceed $15,000); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with 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, not to exceed $1,500; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (p) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lq) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $6,000 cap, if anyhowever, to the extent the Representative has conducted such background check of an individual in the prior six months, no further background check will be necessary; (e) all actual fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with 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 $1,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $40,000, (includingq) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (r) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $125,000; (includingq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses compliance software for the Offering; (r) $10,000 for data services and other diligence communications expenses); (s) up to $10,000 of the Representative’s actual accountable “road show” expenses. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in Underwriters from the event that the Offering is terminated, the Company agrees flow of funds relating to reimburse the Underwriters pursuant to Section 8(c) hereofsuch Closing Date or Option Closing 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 previously paid, 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 shares of Common Stock to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of such Public Securities on such other stock exchanges as the shares of Common Stock on Company and the ExchangePlacement Agent together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (v) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and it being agreed that if the reasonable fees and disbursements Offering is commenced on the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” counselwork by such counsel and an additional $10,000 at Closing); (evi) 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 Placement Agent may reasonably designate; (fvii) the costs of all mailing and printing of the placement documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement with the Placement Agent, Selected Dealers’ Agreement, Placement Agent’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 Placement Agent may reasonably deem necessary; (gviii) the costs and expenses of a public relations firm; (ix) the costs of preparing, printing and delivering certificates representing the Public Securities; (hx) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ixi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersPlacement Agent; (jxii) 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; (xiii) $2,000 for the costs associated with 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 Placement Agent may reasonably request; (xiv) the fees and expenses of the Company’s accountants; (kxv) the fees and expenses of the Company’s legal counsel and other agents and Representativethe Placement Agent; and (lxvi) the due diligence fees and expenses of the Underwriter Placement Agent’s legal counsel not to exceed $75,000; (includingq) the $29,500 cost associated with the Placement Agent’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (xvii) up to $20,000 of the Placement Agent’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofPlacement Agent.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $1,000 per individual and $5,000 in the aggregate; (v) all fees, if any, expenses and disbursements relating to the registration registration, qualification or qualification exemption of the Public Securities under the “blue sky” securities laws of such states 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)designate; (evi) 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; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hix) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxi) 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; (xii) the fees and expenses of the Company’s accountants; (kxiii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lxiv) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $50,000; and (includingxv) the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses and other diligence expenses)compliance software for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in this Offering (including the Offering Option Securities) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and on such other stock exchanges as the Company and Underwriter together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities offered under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriter’s Questionnaire and Power of Attorney), registration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary; (g) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesSecurities to be offered in this offering; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrantssecurities; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountantsaccountant; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (m) the fees and expense of the Underwriter’s legal counsel(s), not to exceed $75,000; and (ln) the due diligence fees $8,000 cost associated with the use of Ipreo’s book-building, prospectus tracking and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)compliance software for this offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Underwriter may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, Underwriter; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters Underwriter pursuant to Section 8(c) 8.3 hereof. Notwithstanding anything to the contrary in this Agreement, the total expenses of the Underwriter which are subject to payment or reimbursement by the Company hereunder shall not exceed $120,000 in the aggregate.

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 previously paidpaid at the Closing Date, all expenses incident related to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Series A Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s named executive officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Series A Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofRepresentative.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $65,000.00 in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Shares and/or Option Warrants) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $15,000 cap; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the such 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); (ef) 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; (fg) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, Prospectuses without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 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 $1,000; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $50,000; and (includingp) the $21,775 cost associated with the Underwriters’ use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses and other diligence expenses)compliance software for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of at the Closing Date and each Option Closing Date, if any, to the extent not previously paid, Time all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Shares on the ExchangeNASDAQ; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Selected Dealers’ Agreement), 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; (g) the costs and expenses of the public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) the fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsPublic Securities; (ij) share all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jk) the fees and expenses of the Company’s accountants; (kl) the costs associated with CD forms of the public offering materials; (m) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees Underwriter’s reasonable travel and out-of-pocket expenses as incurred in connection with its services up to an aggregate amount of the Underwriter (including$10,000, without limitation, domestic and foreign legal counsel, background checks, provided that travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will expenses in excess of $5,000 must be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid pre-approved by the Company via email; and (o) reasonable fees and disbursements of counsel(s) and advisors retained by the Underwriter, up to an aggregate amount of the Underwriters, provided, however, lesser of $167,500.00 and such amount that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereoffully complies with FINRA Rule 5110(f)(2)(B).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each the Option Closing Date, if any, to the extent not previously paidpaid at the Closing Date, all reasonable, necessary and accountable expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares), Firm Warrants and Option Warrants with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses expenses, if any, relating to the listing of such Public Securities on any stock exchange as the shares of Common Stock on Company and the ExchangeRepresentative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, including without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, provided however, the Company and the Representative in an effort to limit such expenses, shall on a best efforts basis, agree to distribute such documents in electronic form (other than the preliminary prospectus which shall be printed in a quantity reasonable for marketing purposes); (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Unitsshares of Common Stock, including without limitation, the Common Stock and cost of delivering the WarrantsPublic Securities in book entry form; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 The New York Times; (l) up to $2,500 for the costs associated with 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (p) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering (q) subject to the Company receiving at least $3 million in gross proceeds from the Offering, reasonable fees and expenses of Representative’s counsel not to exceed $30,000 and (r) up to $7,500 for settlement services incurred by the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)Representative for settlement services incurred by the Representative with National Financial Services in connection with the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the in an itemized and detailed format, such expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be issued and sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of such Common Stock on the ExchangeNasdaqCM; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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 if the offering is commenced on the NasdaqCM to make a payment of $5,000 to such counsel on the Closing Date; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm referred to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000, each of which the Company or its designee will provide, including to the Representative, within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $100,000; (q) the Underwriter $19,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (includingr) upon successful completion of the Offering, without limitation, domestic and foreign legal counsel, background checks, travel up to $20,000 of the Underwriters’ actual accountable “road show” expenses and other diligence expenses)for the offering; provided that such amount shall be $40,000 to the extent “road shows” take place outside of the United States. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, or upon demand if there is no Closing, 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 Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchange or exchanges as the Company and the Representative may together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (fe) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gf) the costs of preparing, printing and delivering certificates representing the Public Securities; (hg) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (ih) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times and 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; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of Representative Counsel up to an amount of $125,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for in this Section); (m) translation cost for due diligence purposes, the Underwriter reasonable cost for roadshow meetings and the preparation of a power point presentation; and (n) the Underwriters’ actual accountable expenses for the Offering, including, without limitation, domestic expenses related to the “road show,” the cost associated with the Representatives’ use of book-building and foreign legal counselcompliance software for the Offering, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval checks of the Company’s officers and directors; and preparation of bound volumes and Lucite cube mementos in such quantities as the Representative may reasonably request. Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $1250,000 in the aggregate, including but not limited to travel, communication, third party expenses, etc., the legal fees and disbursements of counsel to the Underwriters and road show expenses as described therein (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). For the sake of clarity, it is understood and agreed that the Company shall be responsible for the legal fees and disbursements of Representative Counsel detailed in this Section irrespective of whether the Offering is consummated, subject to a cap of $50,000 in the event that there is not a Closing. Additionally, the Company had provided an expense advance (the “Advance”) to the Representative of $25,000. The Advance shall be applied towards out-of-pocket expense 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 deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsOrdinary Shares; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of Representative Counsel; (p) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (r) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $100,000 in the aggregate for fees and foreign related expenses, including “roadshow”, diligence, and reasonable legal counsel, background checks, travel expenses fees and other diligence expenses)disbursements of Representative Counsel. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) up to an aggregate of $7,500 for fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm selected by the Company; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the fees and expenses of the Company’s accountants; and (kn) the fees and expenses of the Company’s legal counsel and other agents and Representative; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofrepresentatives.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing quotation of the shares of Common Stock such Public Securities on the ExchangeOTCQX and such other stock exchanges as the Company and the Representative together determine; (div) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual and $10,000 in the aggregate (provided that the Company provides the most recently available background checks of the Company’s officers and directors to the Representative in a form reasonably satisfactory to the Representative); (v) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (evi) 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; (fvii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gviii) the costs of preparing, printing and delivering certificates representing the Public Securities; (hix) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxi) the costs associated with bound or compact-disc volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing in such quantities as the Underwriter may reasonably request in an amount not to exceed $3,000 in the aggregate; (xii) the fees and expenses of the Company’s accountants; (kxiii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (xiv) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lxv) the due diligence fees and expenses up to $20,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees fees, expenses and expenses disbursements relating to the listing background checks of the shares of Common Stock on the ExchangeCompany’s officers and directors in an amount not to exceed $5,000 per individual with a $15,000 cap; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the 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: if the Offering is commenced on either the NASDAQ Capital Market, NASDAQ Global Market or NASDAQ Global Select Market, 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 Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) 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; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with post-closing advertisement of the Offering in the national editions of the Wall Street Journal and the New York Times; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and Lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $75,000, (includingp) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (q) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with commemorative mementos and lucite tombstones, 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $100,000; (includingo) the costs associated with the Underwriter’s use of Ipreo’s book-building, without limitationprospectus tracking and compliance software for the Offering; and (p) the Underwriters’ actual accountable “road show” expenses. The expenses to be paid by the Company and reimbursed to the Underwriters under this Section 3.10 shall not exceed $125,000. In addition, domestic and foreign legal counselthe Company shall be responsible for all fees, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval disbursements relating to background checks of the Company, ’s officers and directors in an amount not to exceed $7,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA and the TSXV; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the Exchange, the TSXV 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; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed US$15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm as described in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer Transfer Agent (and warrant agent United States co-Transfer Agent) for the Units, the Common Stock and the WarrantsPublic Securities; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed US$3,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of Representative Counsel not to exceed US$125,000; (q) the Underwriter US$29,500 cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (includingr) up to US$10,000 for data services and communications expenses; (s) up to US$10,000 of the Underwriters’ actual accountable “road show” expenses; and (t) up to US$30,000 of the Underwriters’ market making and trading, without limitation, domestic and foreign legal counsel, background checks, travel clearing firm settlement expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Common Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock Shares; and the Warrants; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the fees and expenses of the Company’s accountants; and (kl) the fees and expenses of the Company’s legal counsel and other agents and Representative; and representatives. The Selling Shareholder agrees to reimburse the Representative for the following costs in connection with the Offering: (la) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $125,000; (includingb) the $29,500 cost associated with the use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; and (c) up to $30,000 of the Representative’s actual accountable “road show”, domestic market making and foreign legal counseltrading, background checks, travel and clearing firm settlement expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company Selling Shareholder on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company Selling Shareholder 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ai) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of the Representative’s FINRA counsel, but only up to $15,000.00); (ciii) all fees and expenses relating to the listing of the shares of Common Stock Public Securities on the ExchangeNasdaq Capital Market and such other stock exchanges as the Company and the Representative shall together determine; (div) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the such 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); (ev) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Underlying Shares, the ADSs and the ADS Warrants under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fvi) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, Prospectuses without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gvii) the costs and expenses of preparing, printing and delivering certificates representing the Public Securitiespublic relations firm; (hviii) fees and expenses of the transfer and warrant agent for the UnitsUnderlying Shares, the Common Stock ADSs and the ADS Warrants; (iix) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (jx) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (xi) the fees and expenses of the Company’s accountants; (kxii) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (xiii) the cost associated with the use of any book building, prospectus tracking and compliance software for the Offering and (lxiv) the due diligence fees and actual accountable “road show” expenses for the Offering of the Underwriter (includingofficers, without limitationemployees, domestic and foreign legal counsel, background checks, travel expenses agents and other diligence expenses)representatives of the Company (but not officers, employees, agents or other representatives of the Representative) and the cost of any aircraft and other transportation chartered in connection with the road show. Notwithstanding the foregoing, the maximum reimbursement of expenses incurred by the Underwriters in connection with the Offering, assuming closing thereof, shall not exceed $275,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the initial Closing Date, and, in respect of Transfer Taxes only, to the extent provided for in Section 5(d) below, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (a) all filing fees and communication expenses relating to the registration of the Public Offered Securities to be sold in this Offering (including the Offering Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Offered Securities on the ExchangeExchange and on such other stock exchanges as the Company and Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Offered Securities offered 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); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the Registration Statementsunderwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), registration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesOffered Securities to be offered in this offering; (hi) fees and expenses of the Company’s transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersOffered Securities; (j) the fees and expenses of the Company’s accountantsaccountant; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $75,000; (includingm) the $29,500 cost associated with the use of Ipreo’s book building, without limitationprospectus tracking and compliance software for the Offering; (n) fees and disbursements relating to background checks of certain officers and directors, domestic in an amount not to exceed $2,500 and foreign legal counsel, background checks, travel (o) up to $20,000 of the Representative’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, ; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 9 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 previously paidpaid 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 the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of Representative Counsel; (p) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (q) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; and (r) the Underwriters’ actual accountable expenses for the Offering, including, without limitationlimitation related to the “road show.” Notwithstanding the foregoing, domestic the Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $75,000 in the aggregate for fees and foreign related expenses, including, but not limited to, “road show”, diligence and reasonable legal counsel, background checks, travel expenses fees and other diligence expenses)disbursements of Representative Counsel. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Shares and the Representative’s Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees fees, expenses and expenses disbursements relating to the listing background checks of the shares of Common Stock on the ExchangeCompany’s officers and directors; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities 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 reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (hi) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsPublic Shares; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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 Date in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Underwriters’ legal counsel not to exceed $125,000; (includingp) the cost associated with the use of Ipreo’s book-building, without limitationprospectus tracking and compliance software for the Offering; (q) data services and communications expenses; and (r) the Underwriters’ actual accountable “road show,” market making and trading, domestic and foreign clearing firm settlement expenses for the Offering. Notwithstanding the foregoing, the Company’s obligations to reimburse the Underwriters for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate, including but not limited to the reasonable legal counsel, background checks, travel fees and road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)as applicable; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent Transfer Agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Representative Counsel not to exceed $150,000; and (includingp) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, without limitationthat the maximum amount that the Company shall pay for items (d), domestic (k), (l), (o) and foreign legal counsel(p) and shall be $200,000. In addition, background checksthe Company has agreed to pay the Representative closing costs, travel expenses and other diligence expenses)which shall include the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, not exceeding $12,900. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the event that amount of $25,000 to be applied towards accountable expenses due and payable to the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofRepresentative.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities and Representative’s Securities to be sold in the Offering (including the Option ADSs) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and ADSs issuable upon exercise of the shares Representative’s Warrant and the underlying Ordinary Shares of Common Stock such ADSs on the ExchangeNasdaqCM and TASE, as applicable; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual and $55,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities and Representative’s 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 it being agreed that if the reasonable fees and disbursements Offering is commenced on The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE MKT, the Company shall make a payment of $5,000 to such counsel at Closing Date, or if the Offering is commenced on NasdaqCM or the Over-the-Counter Bulletin Board, the Company shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” counselwork by such counsel and an additional $5,000 at Closing Date); (ef) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities and Representative’s Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer agent and warrant agent depositary for the Units, the Common Stock and the WarrantsADSs; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) up to $5,000 in costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $50,000; (includingq) the $25,000 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (r) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in provided the event that the Offering is terminated, Representative has previously delivered to the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofan adequate accounting of such 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (e) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)as applicable; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the cost associated with the Underwriter’s use of book-building and compliance software for the Offering; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative lucite mementos, 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; (m) the fees and expenses of the Company’s accountants; (kn) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lo) the due diligence fees and expenses of the Underwriter Representative Counsel not to exceed $75,000; and (includingp) the Underwriter’s actual accountable “road show” expenses for the Offering; provided, without limitationthat the maximum amount that the Company shall pay for items (d), domestic (k), (l), (o) and foreign legal counsel, background checks, travel expenses (p) and other diligence expenses)shall be $175,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that other than amounts already advanced to the Representative as of the date of this Underwriting Agreement. The Company previously paid the Representative an advance in the event that amount of $25,000 to be applied towards accountable expenses due and payable to the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereofRepresentative.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (ef) 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; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $75,000; and (includingq) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel expenses and other diligence expenses)compliance software for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, Date the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsStock; (i) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the costs associated with commemorative mementos and lucite tombstones, 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; (k) the fees and expenses of the Company’s accountants; (kl) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lm) the due diligence fees and expenses of the Underwriter Representative’s legal counsel not to exceed $50,000; (includingn) the costs associated with the Underwriter’s use of software for the Offering; and (o) the Underwriters’ actual accountable “road show” expenses. The expenses to be paid by the Company and reimbursed to the Underwriters under this Section 3.10 shall not exceed 50,000. In addition, without limitationthe Company shall be responsible for all reasonable, domestic documented and foreign legal counselout-of-pocket fees, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval disbursements relating to background checks of the Company, ’s officers and directors in an amount not to exceed 2,500 in the aggregate. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Firm Securities and Option Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,000 per individual with a $6,000 cap, if anyhowever, to the extent the Representative has conducted such background check of an individual in the prior six months, no further background check will be necessary; (e) all actual fees, expenses and disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (ef) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jl) the costs associated with 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 $1,000; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lp) the due diligence fees and expenses of the Underwriter Underwriter’s legal counsel not to exceed $100,000; (includingq) any costs associated with the Underwriter’s use of book-building, without limitation, domestic prospectus tracking and foreign legal counsel, background checks, travel compliance software for the Offering; and (r) up to $20,000 of the Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) 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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeExchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC; (d) all fees, expenses and disbursements, if any, disbursements relating to the registration or qualification background checks of the Public Securities under the “blue sky” securities laws of such states Company’s officers 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)directors; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such states or foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) 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; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees and expenses of Representative Counsel; (o) the Underwriter cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (includingp) the Underwriters’ actual accountable “road show” expenses for the Offering. Notwithstanding the foregoing, without limitationthe Company’s obligations to reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $[50,000.00] in the aggregate, domestic including but not limited to the legal fees and foreign legal counsel, background checks, travel road show expenses and other diligence expenses)as described therein. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRAFINRA (and the reasonable fees of FINRA counsel, but only up to $20,000); (c) all fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursementsdisbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual or $15,000 in the aggregate; (e) all fees, if any, expenses and disbursements relating to the registration or qualification of the Public Securities such shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (gh) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing the Public Securities; (hj) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ik) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (jl) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with 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; (n) the fees and expenses of the Company’s accountants; (ko) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; (p) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (lq) the due diligence fees and expenses up to $10,000 of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel Underwriter’s actual accountable “road show” expenses and other diligence expenses)for the Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paidpaid 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 Shares to be sold in the Offering with the Commission; (bii) all Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (ciii) all fees and expenses relating to the listing of the shares of Common Stock on The Nasdaq Capital Market, The Nasdaq Global Market, the ExchangeNasdaq Global Select Market, the NYSE or the NYSE American and on 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; (div) all fees, expenses and disbursementsdisbursements relating to the background checks of the Company’s officers, if anydirectors 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 the Public Securities such Shares under the “blue sky” securities laws of such states states, if applicable, 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)designate; (evi) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (fvi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys, 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; (gviii) the costs and expenses of a public relations firm; (ix) the costs of preparing, printing and delivering certificates representing the Public SecuritiesShares; (hx) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the WarrantsShares; (ixi) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jxii) the fees and expenses of the Company’s ’ accountants; (kxiv) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (lxv) the due diligence fees and expenses of Representative Counsel not to exceed $125,000; (xvi) the Underwriter $29,500 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (includingxvii) $10,000 for data services and communications expenses; (xviii) up to $10,000 of the Representative’s actual accountable “road show” expenses; and (xix) up to $30,000 of the Representative’s market making and trading, without limitationand clearing firm settlement expenses for the offering; provided, domestic however, that the fees set forth under clauses (iv), (xv), (xvi), (xvii), (xviii) and foreign legal counsel(xix) in this Section 3.10.1, background checks, travel expenses and other diligence expenses)collectively shall not exceed $75,000. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)less the Advance) to be paid by the Company to the Underwriters, provided, ; provided however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof8.3(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 previously paidpaid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all actual fees and expenses relating to the listing of the shares of Common Stock such Public Securities on the ExchangeNasdaq Capital Market, and such other stock exchanges as the Company and the Representative together determine; (d) all actual fees, expenses and disbursements, if any, disbursements relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel)designate; (e) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (hi) fees and expenses of the transfer and warrant agent for the Units, the shares of Common Stock and the WarrantsStock; (ij) share stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (jk) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request and which expense shall not exceed $2,000 in total; (l) the fees and expenses of the Company’s accountants; (km) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (ln) the due diligence fees $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and expenses of compliance software for the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses)Offering. The Representative’s maximum aggregate expense reimbursement allowance will be $100,000. The Representative, with the prior approval of the Company, Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.

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 previously paid, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the shares of Common Stock on the Exchange; (d) all fees, expenses and disbursements, if any, relating to the registration or qualification of the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) 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; (f) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer and warrant agent for the Units, the Common Stock and the Warrants; (i) share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and Representativerepresentatives; and (l) the due diligence fees and expenses of the Underwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses). The Representative’s maximum aggregate expense reimbursement allowance will be $100,000150,000. The Representative, with the prior approval of the Company, may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or an Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(j)(i)) to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c7(c) hereof.