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

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering with the Commission and the filing of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (v) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably requestnet proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of incurred by the Company under this AgreementAgreement as follows, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all COBRADesk filing fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of the Common Stock on AMEX and such Shares on other stock exchanges as the NASDAQ Capital MarketCompany and the Underwriter together determine; (iiic) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of costs associated with the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (v) the costs of all mailing and printing of reasonable quantities of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; thereto, (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (viid) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viiie) the fees Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (f) the Underwriter’s actual “road show” expenses for the Offering; (g) the Underwriter’s reasonable costs of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representativesmailing prospectuses to prospective investors; and (ixh) one half of the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, national editions of the Company agrees to be responsible for Wall Street Journal and New York Times after the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveClosing Date.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably requestnet proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such the Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viiii) the fees and expenses of the Company’s accountants accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representatives together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representatives may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent Representatives’ clearing firm. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (ve) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Public Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and the fees and expenses pursuant to the Preferred Stock Agency Agreement); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixm) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs of preparing, printing and delivering certificates representing such the Shares; (f) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (ixl) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (m) the costs associated with bound volumes of the public offering materials as well as commemorative Lucite tombstones 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 Placement Agent Underwriters may reasonably request, not to exceed $5,000. In addition, ; (n) the Company agrees to be responsible cost for the legal fees Underwriters’ use of counsel to i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Placement Agent, provided, however, that such fees Offering; and (o) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters’ expenses under clauses (k) through (o) shall not exceed in the aggregate $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above125,000.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiic) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm, if any; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) [reserved]; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in the Offering (including the Option Shares) with the Commission and the filing of the offering materials with FINRACommission; (iib) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiic) all fees, expenses and disbursements relating to background checks the registration, qualification or exemption of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares Public Securities under the “blue sky” securities laws of such states and other or foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement AgentCompany’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by counsel, which will be the Representative’s counsel) unless such counsel and an additional $5,000 at closing of filings are not required in connection with the Offering)Company’s proposed listing on a national exchange, if applicable; (vd) the costs of all mailing and printing of documents in connection with the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryOffering; (vie) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; and (viiif) the fees and expenses of the Company’s accountants accountants; and the (g) a maximum of $150,000 for accountable fees and expenses incurred by the Underwriters in connection with the Offering including “road show,” diligence including directors and officers’ background check, and reasonable legal fees and disbursements for Representative’s counsel, travel, preparation and production of the Company’s legal counsel Offering documents, deal tracking software, printing and reproduction costs, accounting and other agents professional services and representatives; other out-of-pocket expenses. For the sake of clarity, it is understood and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, agreed that the Company agrees to shall be responsible for the Representative’s external legal fees counsel costs detailed in this section irrespective of counsel whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing. Additionally, the Company has provided an expense advance to the Placement Agent, provided, however, that such fees shall not exceed Representative of $75,00050,000 (the “Advance”). The Company has also paid $30,000 retainer to you for Advance shall be applied towards out-of-pocket-pocket accountable expenses, including those expenses set forth aboveherein 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 the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Over-allotment Option) with the Commission and Commission; (b) all public filing system filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ive) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vf) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysagreement among underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vig) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing such the Shares; (i) fees and expenses of the transfer agent for such Sharesthe common shares of the Company; (viij) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiik) the fees and expenses of the Company’s accountants and accountants; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (m) fees and expenses of the Representative’s Counsel and (ixn) the costs cost associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably requestUnderwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (p) the Underwriters’ actual accountable “road show” expenses for the Offering, with all of the Underwriters’ out-of-pocket expenses under sub-sections 3.10.3 (d), (m), (n) and (p) not to exceed $5,000125,000. In addition, the Company agrees to be responsible for the legal fees of counsel The $50,000 advance previously paid to the Placement Agent, provided, however, that such fees Representative (the “Advance”) shall not exceed $75,000. The Company has also paid $30,000 retainer to you for be applied towards the out-of-pocket-accountable expenses, including those pocket expenses set forth abovein sub-section 3.10.3(p) 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 the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Underlying Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing expenses of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryCompany’s public relations firm; (vif) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably request, not net proceeds of the Offering payable to exceed $5,000. In additionthe Company on the Closing Date, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such the Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixj) stock transfer and/or stamp taxes, if any, payable upon the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, transfer of securities from the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date, Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Warrant Shares on the NASDAQ Capital Trading Market; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm, if any; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and the fees and expenses pursuant to the Warrant Agency Agreement); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) expenses of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date the expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Underlying Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing expenses of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryCompany’s public relations firm; (vie) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (f) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and fees and expenses pursuant to the Warrant Agency Agreement and the Preferred Stock Agency Agreement); (viig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixj) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably request, not net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date the expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Units and Option Securities to be sold in the Offering with the Commission and Commission; (b) all actual Public Offering Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such the Firm Shares and Option Shares and the Common Stock underlying the Firm Warrants and Option Warrants on the NASDAQ Capital MarketExchange; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (ve) 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 placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.)underwriting documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (h) fees and expenses of the transfer and warrant agent for such Sharesthe shares of Common Stock and Warrants; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixo) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent may reasonably request, Underwriter’s legal counsel not to exceed $5,00075,000 (less the $25,000 advance paid pursuant to that certain engagement letter, dated October 21, 2014, by and between the Company and the Representative, provided that any portion of the advance not utilized shall be returned); and (l) up to $12,500 for the Underwriter’s actual accountable “road show” expenses for the Offering. In additionThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement AgentUnderwriters, provided, however, that such fees shall not exceed $75,000. The in the event that the Offering is terminated, the Company has also paid $30,000 retainer agrees to you for out-of-pocket-accountable expenses, including those set forth abovereimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Units, Option Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vc) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vid) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (e) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viif) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiig) the fees and expenses of the Company’s accountants and accountants; (h) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be responsible for paid by the legal fees of counsel Company to the Placement Agent, Underwriters; provided, however, that all such fees costs and expenses pursuant to this Section 4.6(d), including those referenced in clauses (k) and (l) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $75,000100,000 in the aggregate in the event of a Closing ($5,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date). The Company has also paid $30,000 retainer to you for In the event the offering is terminated, the Advance received against reasonable out-of-pocket-accountable expenses, including those set forth abovepocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on the Closing Date, all accountable expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, in aggregate: (i) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering with the Commission and the filing of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market; (iii) all fees, expenses and disbursements relating to due diligence and to background checks of the Company’s officers and directorsdirectors of up to $25,000; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement AgentUnderwriter’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (v) out of pocket travel and road show expenses and the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Underwriter may reasonably deem necessarynecessary of up to $30,000; (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent Underwriter may reasonably request, not . All of the foregoing fees must be fully accountable in order to exceed $5,000be reimbursed. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement AgentRepresentative, provided, however, that such fees shall not exceed $75,00050,000 plus approved accountable expenses of up to $5,000. No advances towards out of pocket expenses have been paid and, in the event any advances are paid, the same shall be returned to the extent that they are not actually incurred in accordance with FINRA rules. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveforegoing expense reimbursements in no way limits or impairs the indemnification and contribution provisions of this Agreement.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date, Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares the shares of Common Stock included in the Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Shares the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, the Warrant Agreement, the Warrant, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (h) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock and the Preferred Stock and the Warrant Agent for the Warrants; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times; (k) the costs associated with bound volumes of the public offering materials, 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; (l) the fees and expenses of the Company’s accountants and accountants; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent may reasonably request, Representative’s legal counsel not to exceed $5,00050,000. In additionNotwithstanding the foregoing, the Company agrees Company’s obligations to be responsible reimburse the Representative for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $72,000 in the aggregate, including but not limited to the legal fees of counsel the Representative’s legal counsel. The Representative may deduct from the net proceeds of the Offering payable to the Placement AgentCompany on the Closing Date, providedor the Option Closing Date, howeverif any, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Units, Option Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vc) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vid) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (e) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viif) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiig) the fees and expenses of the Company’s accountants and accountants; (h) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (k) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (l) the fees and expenses of the Underwriter’s legal counsel and (ixm) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be responsible for paid by the legal fees of counsel Company to the Placement Agent, Underwriters; provided, however, that all such fees costs and expenses pursuant to clauses (j)(k) and (l) of this Section 4.6(d), , which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $75,000125,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date) and a maximum of $50,000 in the event there is not a Closing. The Company has also paid $30,000 retainer to you for In the event the offering is terminated, the Advance received against reasonable out-of-pocket-accountable expenses, including those set forth abovepocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vc) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vid) the costs and expenses of the Company’s public relations firm; (e) the costs of preparing, printing and delivering certificates representing such the Public Shares; (f) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixj) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent may reasonably requestnational editions of the Wall Street Journal and New York Times after the Closing Date; (l) up to $100,000 for the fees and expenses of Representative’s legal counsel; (m) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,0005,000 per individual and (n) up to $35,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering. In additionThe Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the he Company hereby agrees to pay on the Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) up to $75,000 for the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of Representative Counsel. The Underwriters may deduct from the Placement Agent may reasonably request, not net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date the expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In additionaddition to the aforementioned expenses of the Company, the Company agrees to be responsible will also reimburse the Representative for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for all travel and other out-of-pocket-accountable pocket expenses, including those set forth aboveexpenses in the approximate amount of $5,000 relating to background checks of the Company’s officers and directors, which shall be paid by the Company directly to the service provider, and the reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate, $55,000 by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission and Commission; (b) all COBRADesk filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital NasdaqCM, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $1,000 per individual and $10,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company will shall make a payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or if the Offering is commenced on a quotation system (such as the NasdaqCM or on the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the Underwriter may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including the including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vih) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing such the Shares; (j) fees and expenses of the transfer agent for such the Shares; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viiil) 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 in such quantities as the Underwriter may reasonably request; (n) the fees and expenses of the Company’s accountants and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) the $20,000 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ixq) up to $20,000 of the costs associated with commemorative Lucite tombstones in such quantities as Underwriter’s actual accountable “road show” expenses for the Placement Agent Offering. The Representative may reasonably requestdeduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the (i) The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement AgentCompany’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by counsel, which will be the Representative’s counsel), it being understood that no such counsel fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (d) all fees, expenses and an additional $5,000 at closing disbursements relating to the registration, qualification or exemption of the Offering)Shares under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (ve) the costs of all mailing and printing of the placement underwriting documents relating to the Offering (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vif) the costs of preparing, printing and delivering certificates representing such the Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and the (j) fees and expenses for necessary, reasonable and documented out-of-pocket fees and expenses of the Underwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel up to a maximum amount of $50,000; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel officers and directors; (m) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other agents and representativessimilar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent may reasonably requestOffering. For the sake of clarity, not to exceed $5,000. In addition, it is understood and agreed that the Company agrees to shall be responsible for the Underwriters’ external counsel legal fees costs detailed in this Section, irrespective of counsel whether the Offering is consummated, up to a maximum of $25,000, in the event there is not a Closing. The Representative may deduct from the net proceeds of the Offering payable to the Placement AgentCompany on the date of the Closing, providedor the date of the closing of the Over-Allotment Option, howeverif any, that such the expenses set forth herein to be paid by the Company to the Underwriters. Total fees payable by the Company to the Representative and its counsel under this Section 4.6, in the event the Closing occurs shall not exceed an aggregate of $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above50,000.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably requestnet proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) up to $12,900 with respect to the fees and expenses of the Representative’s clearing firm; (m) the expenses of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees Exhibit 1.1 and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent Representative’s clearing firm. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities and the Representative’s Securitieswith the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission and the filing of the offering materials with by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Exchange, the Company will shall make a payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vih) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (j) fees and expenses of the transfer agent for such SharesTransfer Agent and Warrant Agent; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiil) 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 two sets 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 and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and (ix) expenses of the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, Representative’s legal counsel not to exceed $5,00075,000; (q) the $29,500 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (r) up to $15,000 of the Underwriters’ actual accountable “road show” expenses for the Offering. In additionThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering with the Commission and (including the filing Option Shares); (b) all FINRA Public Offering Filing System fees associated with the review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representatives together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Placement Agent Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 and Prospectus Supplements as the Placement Agent Representatives may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $100,000 for the fees and expenses of EGS; (n) the costs associated with bound volumes of the public offering materials as well as commemorative Lucite tombstones 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 Placement Agent Underwriters may reasonably request; (p) the costs associated with the Underwriters’ use of i-Deal’s book-building, not prospectus tracking and compliance software (or other similar software) for the Offering; and (q) the costs associated with the Underwriters’ actual “road show” expenses for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to exceed $5,000. In additionthe Company on the Closing Date, or each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in this Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission and the filing of the offering materials with by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and on such other stock exchanges as the Company and Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities offered under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offeringcounsel); (ve) 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 placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities to be offered in this offering; (i) fees and expenses of the transfer agent for such Sharesthe securities; (viij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentRepresentative; (viiik) the fees and expenses of the Company’s accountants and accountant; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixm) up to $100,000 of the costs associated with commemorative Lucite tombstones in such quantities as out of pocket expenses incurred by the Placement Agent may reasonably request, not Underwriters including up to exceed $5,000. In addition, the Company agrees to be responsible 60,000 for the legal fees of counsel to the Placement AgentUnderwriters, up to $20,000 for IPREO software related expenses, $3,000 for background check expenses, $2,000 for tombstones and up to $15,000 in marketing related expenses, including road show expenses if they are incurred. Notwithstanding the foregoing, any advance received by the Underwriters will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $75,000 and upon demand the Company shall pay the full amount thereof to the Underwriters; provided, however, that such fees shall not exceed $75,000expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. The Representative may deduct from the net proceeds of the Offering payable to the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenseson the Closing Date or the Option Closing Date, including those if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Amended and Restated Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) up to $10,000 with respect to the fees and expenses of the Representative’s clearing firm; (g) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ reasonable and documented “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date and the Option Closing Date, if any, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all the costs of preparing, printing and filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering statement with the Commission SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the filing printing of a sufficient quantity of preliminary and final prospectuses as the offering materials with FINRARepresentative may reasonably request; (iib) all fees the costs of preparing, printing and expenses relating to delivering exhibits thereto, in such quantities as the listing of such Shares on the NASDAQ Capital MarketRepresentative may reasonably request; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Shares securities offered under the “blue sky” securities laws of such states foreign jurisdictions designated by the Representative; (d) the fees of counsels and other jurisdictions as accountants for the Placement Agent may reasonably designate Company, including fees associated with any blue sky filings where applicable; (including, without limitation, all filing e) fees associated with the Company’s transfer agent; and registration (f) fees, and if necessary, associated with translation services. The Company has agreed to reimburse the Representative up to one hundred fifty thousand dollars ($150,000) for its reasonable fees and disbursements out-of-pocket expenses in connection with the Offering. Of this amount: (i) Seventy Thousand dollars ($70,000) was paid to the Representative within 10 working days after the execution of the Placement Agent’s counselengagement letter, it being agreed that if as a cash retainer fee; (ii) Fifty Thousand dollars ($50,000) was paid to the Offering is commenced on a national securities exchange Representative upon the Company public filing of the Registration Statement; and (iii) Thirty Thousand dollars ($30,000) will make a payment of $0 be paid to such counsel at the Representative upon the closing of the Offering. Promptly, or if upon the consummation of the Offering is commenced on a quotation system (or the earlier termination of the engagement period in accordance with its terms, the Representative will return the balance of any remaining portion of the advances to the extent such as monies were not used for reasonable and documented out-of-pocket expenses incurred pursuant to Section 8.3 hereof. The Representative may deduct from the Over-the-Counter Bulletin Board or OTC Markets) net proceeds of the Offering payable to the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of on the Offering); (v) Closing Date or the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxesOption Closing Date, if any, payable upon the transfer of securities from expenses set forth herein to be paid by the Company to the Placement AgentUnderwriters; (viii) provided, however, that in the fees and expenses of event that the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In additionOffering is terminated, the Company agrees to be responsible for reimburse the legal fees of counsel Underwriters pursuant to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveSection 8.3 hereof.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Additional Securities) with the Commission Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA (and the filing reasonable fees of the offering materials with FINRAFINRA counsel, but only up to $15,000); (iic) all fees and expenses relating to the listing quotation of such Shares Public Securities on the NASDAQ Capital MarketOTCQB and on the TSXV and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE MKT, the Company will shall make a payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board Nasdaq Capital Market or OTC Markets) on the OTCQB, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vih) the costs and expenses of the public relations firm; (i) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (j) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiil) 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 and accountants; (n) the reasonable fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the $21,775 cost associated with the Underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ixq) up to $20,000 of the costs associated with commemorative Lucite tombstones in such quantities as Underwriter’s actual accountable “road show” expenses for the Placement Agent Offering. The Representative may reasonably requestdeduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s “blue sky” counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, and, if appropriate, Underwriting Agreement and any blue sky surveys, etc.Blue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vih) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (i) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiik) 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 $18,225; (l) the fees and expenses of the Company’s accountants and accountants; (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixn) the costs associated reasonable fees and expenses of the Underwriter’s legal counsel (which are limited to those fees and expenses in connection with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, FINRA filing) not to exceed $5,00025,000; (o) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (p) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering, less the Advance (as such term is defined in Section 8.3 hereof). In additionThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (other than counsel to the Representative which shall be covered by Section 4.5(b)); (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (m) the Underwriters’ actual “road show” expenses for the Offering; and (ixn) fees, expenses and disbursements of Underwriters relating to background checks of the costs associated with commemorative Lucite tombstones Company’s officers and directors (provided that expenses in such quantities as the Placement Agent may reasonably requestclause (l), not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees (m) and (n) herein shall not exceed $75,0002,000 in the aggregate). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenseson the Closing Date, including those or each Option Closing Date, if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date; and (m) up to $100,000 for the fees and expenses of EGS. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine in good faith; (iiic) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all feesexpenses, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and any “blue sky” surveys and, if appropriate, any blue sky surveysagreement among Underwriters, etc.any agreements with selected dealers, 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 Placement Agent Representative may reasonably deem necessary; (vie) the cost and expense of the public relations firm referred to in Section 4.20 of this Agreement; (f) the costs of preparing, printing printing, and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ documented costs of mailing prospectuses to prospective investors; (l) all fees, expenses, and disbursements relating to background checks of the Company’s officers and directors; (m) the documented fees and expenses associated with the Underwriters’ use of the i-Deal system and Net Roadshow; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any, all documented out-of-pocket fees, expenses, and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be responsible for paid by the legal fees of counsel Company to the Placement Agent, Underwriters; provided, however, that all such fees costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $75,000200,000 in the aggregate if the Offering is not closed. The This $200,000 amount shall be inclusive of the $10,000 advance for accountable expenses previously paid by the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth abovethe Representative (the “Advance”).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on each Trading Market and such other stock exchanges as the NASDAQ Capital MarketCompany and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Amended and Restated Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) up to $12,900 with respect to the fees and expenses of the Representative’s clearing firm; the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering with the Commission and Commission; (b) all actual Public Offering Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares the Common Stock on the NASDAQ Capital MarketExchange; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all feesdisbursements, expenses and disbursements if any, relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel counsel); (e) all actual fees, expenses and an additional $5,000 at closing disbursements relating to the registration, qualification or exemption of the Offering)Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vf) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (h) fees and expenses of the transfer agent for such Sharesthe Common Stock; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones fees and expenses of the Underwriters’ legal counsel in such quantities as the Placement Agent may reasonably request, amount not to exceed $5,000. In addition125,000 (provided, however, the Company agrees shall receive a credit in the amount of $85,000 towards such legal fees and expenses which credit shall be reflected at closing of this Offering), (m) up to $15,000 of the Underwriters’ actual accountable “road show” expenses for the Offering, and (n) the due diligence fees and expenses of the Underwriters (including, without limitation, domestic and foreign legal counsel, director and officer background checks (fees, expenses and disbursements for such background checks not to exceed $10,000), travel expenses and other diligence expenses). (less amounts previously advanced, provided that any portion of the advance not utilized shall be returned). The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3(h)(i)) to be responsible for paid by the legal fees of counsel Company to the Placement AgentUnderwriters, provided, however, that such fees shall not exceed $75,000. The in the event that the Offering is terminated, the Company has also paid $30,000 retainer agrees to you for out-of-pocket-accountable expenses, including those set forth abovereimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares Securities on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and but excluding the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement expenses of “blue sky” work by such counsel and an additional $5,000 at closing of the Offeringcounsel); (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses the Time of Sale Prospectus, the Base Prospectus, the Prospectus Supplement and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities; (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) . The Underwriters may also deduct from the costs associated with commemorative Lucite tombstones in such quantities as net proceeds of the Placement Agent may reasonably requestOffering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) up to $10,000 with respect to the fees and expenses of Representative’s clearing firm; (n) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixo) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In additionthe Company on the Closing Date, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Public Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vc) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses Prospectuses, and Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary Prospectuses and final Prospectuses Prospectus Supplements as the Placement Agent Representative may reasonably deem necessary; (vid) the costs of preparing, printing and delivering certificates representing such the Public Shares; (e) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viif) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiig) the fees and expenses of the Company’s accountants and accountants; (h) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixi) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors; (j) and up to $60,000 for the Placement Agent fees and expenses of Gracin & Mxxxxx, LLP. The Underwriters may reasonably request, not deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any the expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such Shares the Public Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (g) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) . The Representative may deduct from the costs associated with commemorative Lucite tombstones in such quantities as net proceeds of the Placement Agent may reasonably requestOffering payable to the Company on the Closing Date, not to exceed $5,000. In additionor the Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Exchange, the Company will shall make a payment of $0 5,000 at Closing to such counsel at designated by the closing of the OfferingRepresentative, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vih) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (j) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiil) 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 and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and expenses of the Representative’s legal counsel; (q) the cost associated with the Underwriter’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; and (ixr) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible Underwriters’ actual accountable “road show” expenses for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000Offering. The Company has also paid $30,000 retainer to you shall reimburse the Underwriters for out-of-pocket-accountable expenses, including those the expenses set forth abovein subparagraphs (d), (l), (m), (p), (q) and (r), but not for more than an aggregate of $125,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.accountants;

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viiih) the fees and expenses of the Company’s accountants accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent Representative’s clearing firm. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering with the Commission and Commission; (b) all actual Public Offering Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares the Common Stock on the NASDAQ Capital MarketExchange; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all feesdisbursements, expenses and disbursements if any, relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s “blue sky” counsel, which will be Representative Counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company such fees and expenses will make be limited to a payment of $0 25,000 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (ve) 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 placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (h) fees and expenses of the transfer agent for such Sharesthe Common Stock; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent may reasonably requestUnderwriter (including, without limitation, domestic and foreign legal counsel, background checks, travel expenses and other diligence expenses) not to exceed a total of $5,000225,000 (less amounts previously advanced, provided that any portion of the advance not utilized shall be returned). In additionThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or any Option Closing Date, if any, the Company agrees expenses set forth herein (as limited by this Section 3(h)(i)) to be responsible for paid by the legal fees of counsel Company to the Placement AgentUnderwriters, provided, however, that such fees shall not exceed $75,000. The in the event that the Offering is terminated, the Company has also paid $30,000 retainer agrees to you for out-of-pocket-accountable expenses, including those set forth abovereimburse the Underwriters pursuant to Section 8(c) hereof.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date, Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering with the Commission and Commission; (b) all filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares the shares of Common Stock on the NASDAQ Nasdaq Capital MarketMarket and such other stock exchanges as the Company and the Underwriter together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate designate; (including, without limitation, e) all filing and registration fees, and the reasonable fees expenses and disbursements relating to the registration, qualification or exemption of the Placement Agent’s counsel, it being agreed that if Shares under the Offering is commenced on a national securities exchange the Company will make a payment laws of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such foreign jurisdictions as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)Underwriter may reasonably designate; (vf) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Underwriter may reasonably deem necessary; (vig) the costs and expenses of its public relations firm, if any; (h) the costs of preparing, printing and delivering certificates representing such Shares; the Shares and fees and expenses of the transfer agent Transfer Agent for such Sharesthe shares of Common Stock; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent may reasonably requestOffering. The Representative has the right, not upon delivery to exceed $5,000. In addition, the Company agrees of bona fide receipts, to be responsible deduct from the net proceeds of the Offering any advance made by the Underwriter to pay for the legal fees expenses of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveCompany.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the expenses of the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $3,000 per individual and $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on a national securities exchange any of The NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE Amex, the Company will make shall pay actual expenses up to a maximum payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or (ii) if the Offering is commenced on a quotation system (such as the Exchange or the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will make shall pay actual expenses up to a maximum payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vih) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities; (j) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $5,000; (n) the fees and expenses of the Company’s accountants and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixp) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent may reasonably request, Underwriter’s legal counsel not to exceed $5,000. In addition25,000; (q) the $21,775 cost associated with the Underwriter’s use of Ipreo’s book-building, the Company agrees to be responsible prospectus tracking and compliance software for the legal fees Offering; and (r) up to $20,000 of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you Underwriter’s actual accountable “road show” expenses for out-of-pocket-accountable expenses, including those set forth above.the

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Additional Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Selling Agents together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Selling Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Exchange, the Company will shall make a payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Selling Agents may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Selling Agency Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsoffering statements, Prospectuses offering circulars and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses Offering Circulars as the Placement Agent Selling Agents may reasonably deem necessary; (vih) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing such the Shares; (j) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentInvestors; (viiil) 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 Selling Agents may reasonably request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and (ix) expenses of the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, Selling Agents’ legal counsel not to exceed $5,00075,000; (q) the $29,500 cost associated with the Selling Agents’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $20,000 of the Selling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. In additionThe Selling Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Additional Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveSelling Agents.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vie) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.public relations

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission by FINRA (and the filing reasonable fees of the offering materials with FINRAFINRA counsel, but only up to $15,000); (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares Public Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional counsel, but only up to $5,000 at closing of the Offering30,000); (vd) all fees, expenses and disbursements relating to the registration, qualification or exemption of such shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs of preparingpreparation, printing and delivering certificates representing such Sharesdelivery to the Underwriters of copies of each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto; (g) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentRepresentative; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the costs investor presentations on any “road show” undertaken in connection with the marketing of the Public Securities, including, without limitation, expenses associated with commemorative Lucite tombstones in such quantities as any electronic road show, travel and lodging expenses of the Placement Agent may reasonably request, not to exceed $5,000. In addition, representatives and officers of the Company agrees and fifty percent (50%) of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to be responsible pay for the legal fees of counsel to the Placement Agent, providedother fifty percent (50%)). It is understood, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable that, except as provided in this section and section 7.2 hereof, the Underwriters will pay all of their own costs and expenses, including those the fees of their counsel, stock transfer taxes on resale of any of the Public Securities by them, and any advertising expenses connected with any offers they may make. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and the filing of the offering materials with FINRACommission; (iib) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market, and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or registration, qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.)underwriting documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as and the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the public relations firm referred to in Section 3.7 hereof; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent for such the Shares; (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the costs associated with post-Closing advertising of the offering in the national editions of the Wall Street Journal and the New York Times, (k) 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; (l) the fees and expenses of the Company’s accountants accountants; and (m) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the Company hereby agrees to pay on the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering with the Commission and the filing of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement AgentUnderwriter’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (v) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Underwriter may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent Underwriter may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement AgentUnderwriter, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-50,000 plus approved accountable expenses. No advances towards out of pocket expenses have been paid and, including those set forth abovein the event any advances are paid, the same shall be returned to the extent that they are not actually incurred in accordance with FINRA rules.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the public relations firm; (g) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants and accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) the fees and expenses of EGS; (ixn) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (o) the costs associated with bound volumes of the public offering materials as well as commemorative Lucite tombstones 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 Placement Agent Underwriters may reasonably request, not ; (p) up to exceed $5,000. In addition, the Company agrees to be responsible 20,000 for the legal fees Underwriters’ use of counsel to i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Placement AgentOffering; and (q) the Underwriters’ actual “road show” expenses for the Offering, provided, however, that such fees the Company’s liability for the expenses incurred under clauses (b), (d), (e), (l), (m), (n), (o), (p) and (q), if any, shall not exceed $75,000. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenseson the Closing Date, including those the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the Company Each Selling Stockholder hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Selling Stockholders and/or the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representatives together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable documented fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representatives may reasonably deem necessary; (vif) the reasonable and documented costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company Selling Stockholders to the Placement AgentUnderwriters; (viiij) the reasonable and documented fees and expenses of the Company’s accountants accountants; (k) the reasonable and the documented fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as fees and expenses of the Placement Agent Representatives’ clearing firm. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Selling Stockholders on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Selling Stockholders to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs associated with commemorative Lucite tombstones in such quantities as of mailing prospectuses to prospective investors. The Underwriters may also deduct from the Placement Agent may reasonably requestnet proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in ADSs with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission by FINRA (and the filing reasonable fees of the offering materials with FINRARepresentative’s FINRA counsel, but only up to $15,000.00); (ii) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital Market; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares ADSs under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Underlying Shares and the ADSs under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of preparing, printing and delivering certificates representing such Sharesthe public relations firm; (g) fees and expenses of the transfer agent for such Sharesthe Underlying Shares and the ADSs; (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentRepresentative; (viiii) 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 accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) the cost associated with the use of any book building, prospectus tracking and compliance software for the Offering and (ixm) the costs associated actual accountable “road show” expenses for the Offering of the officers, employees, agents and other 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 commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000road show. In additionNotwithstanding the foregoing, the Company agrees to be responsible for maximum reimbursement of expenses incurred by the legal fees of counsel to Underwriters in connection with the Placement AgentOffering, providedassuming closing thereof, however, that such fees shall not exceed $75,000275,000. The Representative may deduct from the net proceeds of the Offering payable to the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenseson the Closing Date, including those or the Option Closing Date, if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants accountants; and (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In additionaddition to the aforementioned expenses of the Company, the Company agrees to be responsible will also reimburse the Representative for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for all travel and other out-of-pocket-accountable pocket expenses, including those set forth abovethe reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $75,000 (inclusive of $15,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual expenses in the Offering) by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any. All reasonable background checks for the Company’s senior management run by the Representative shall be reimbursed by the Company by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, separate and apart from the aforementioned expense reimbursements.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all actual FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) all fees, expenses actual and disbursements relating to background checks of the Company’s officers and directors; (iv) all reasonable fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (ve) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vif) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering certificates representing such the Shares; (h) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiij) the fees and expenses of the Company’s accountants accountants; and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the Transfer Agent for the Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); and (h) share transfer agent for such Shares; (vii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viii) Underwriters. The Underwriters may also deduct from the fees and expenses net proceeds of the Company’s accountants and Offering payable to the fees and expenses of Company on the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably requestClosing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the expenses for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (ixm) the costs associated with commemorative Lucite tombstones in such quantities as Underwriters’ actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid prior to the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iiid) the costs of all mailing and printing of the Registration Statements, Preliminary Prospectuses, Prospectuses and all amendments, supplements and exhibits thereto as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work directors which background checks shall be authorized by such counsel and an additional $5,000 at closing of the Offering); (v) the costs of all mailing and printing of the placement documents (including the Agreement, and, if appropriate, any blue sky surveys, etc.), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing such Shares; fees and expenses of the transfer agent for such Shares; (vii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (viii) the fees and expenses of the Company’s accountants ; and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ix) the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000. In additionaddition to the aforementioned expenses of the Company, the Company agrees to be responsible will also reimburse the Representative for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for all travel and other out-of-pocket-accountable pocket expenses, including those set forth abovethe reasonable fees, costs and disbursements of its legal counsel, which shall be limited to, in the aggregate $50,000 (inclusive of $20,000 previously paid by the Company as an advance, which such advance shall be returned to the Company to the extent that it is not offset by actual expenses in the Offering) by deduction from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in this Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission and the filing of the offering materials with by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and on such other stock exchanges as the Company and Representatives together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities offered under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offeringcounsel); (ve) 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 Representatives may reasonably designate; (f) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representatives may reasonably deem necessary; (vig) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities to be offered in this offering; (i) fees and expenses of the transfer agent for such Sharesthe securities; (viij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentRepresentatives; (viiik) the fees and expenses of the Company’s accountants and accountant; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixm) the costs associated with commemorative Lucite tombstones in such quantities as fees and expense of the Placement Agent may reasonably requestRepresentatives’ legal counsel, not to exceed $5,00050,000. In additionThe Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to be responsible reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, our obligations to reimburse the Representatives for the legal fees any out of counsel to the Placement Agent, provided, however, that such fees shall pocket expenses will not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above50,000 in the aggregate.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Additional Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock to be sold in the Offering with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital MarketExchange and such other stock exchanges as the Company and the Selling Agents together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directorsdirectors in an amount not to exceed $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such the Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Selling Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Exchange, the Company will shall make a payment of $0 5,000 to such counsel at the closing of the OfferingClosing, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) Board, the Company will shall make a payment of $10,000 15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the OfferingClosing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Selling Agents may reasonably designate; (g) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Selling Agency Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsoffering statements, Prospectuses offering circulars and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses Offering Circulars as the Placement Agent Selling Agents may reasonably deem necessary; (vih) the costs and expenses of a public relations firm; (i) the costs of preparing, printing and delivering certificates representing such the Shares; (j) fees and expenses of the transfer agent for such Sharesthe shares of Common Stock; (viik) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentInvestors; (viiil) 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 Selling Agents may reasonably request in an amount not to exceed $2,500 in the aggregate; (n) the fees and expenses of the Company’s accountants and accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and representatives; (p) fees and (ix) expenses of the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, Selling Agents’ legal counsel not to exceed $5,00075,000; (q) the $29,500 cost associated with the Selling Agents’ use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) up to $20,000 of the Selling Agents’ actual accountable “road show” expenses for the Offering; and the fees and expenses of the Escrow Agent. In additionThe Selling Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Additional Closing Date, if any, the expenses set forth herein to be paid by the Company to the Selling Agents. The Lead Selling Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth in this Section 4(o) to be paid by the Company to the Selling Agent, less the Advance (as suchterm is defined in Section 9(c) hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to be responsible for reimburse the legal fees of counsel Selling Agents pursuant to the Placement AgentSection 9 hereof, providedwhich states, howeveramong other things, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you any advance received by the Selling Agents for out-of-pocket-pocket accountable expenses, including those set forth aboveexpenses will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Over-allotment Option) with the Commission and Commission; (b) all Public Filing System filing fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Shares on the NASDAQ Capital MarketExchange; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ive) all fees, expenses and disbursements relating to the registration registration, qualification or qualification exemption of such the Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vf) the costs of all mailing and printing of the placement underwriting documents (including the including, without limitation, this Agreement, any Blue Sky Surveys, if any, and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vig) the costs and expenses of any public or investor relations firm the Company may, in its discretion, select; (h) the costs of preparing, printing and delivering certificates representing such the Shares; (i) fees and expenses of the transfer agent for such SharesTransfer Agent; (viij) stock Share transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiik) the fees and expenses of the Company’s accountants and accountants; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (m) fees and (ix) expenses of the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, Representative’s Counsel not to exceed $5,000. In addition100,000; (n) the cost associated with the Underwriters’ use of Ipreo’s book-building, the Company agrees to be responsible prospectus tracking and compliance software for the legal fees Offering; (o) the cost of counsel to commemorative mementos and Lucite tombstones relating the Placement Agenttransactions contemplated hereby and (p) the Underwriters’ actual accountable “road show” expenses for the Offering, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for with all of the Underwriters’ out-of-pocketpocket expenses under sub-accountable expensessections 3.8.3(d), including those (m)-(p) not to exceed $125,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs of preparing, printing and delivering certificates representing such the Shares; (f) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiih) the fees and expenses of the Company’s accountants and accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) fees and expenses of EGS; (ixl) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 per individual; (m) the costs associated with bound volumes of the public offering materials as well as commemorative Lucite tombstones 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 Placement Agent Underwriters may reasonably request, not to exceed $5,000. In addition, ; (n) the Company agrees to be responsible cost for the legal fees Underwriters’ use of counsel to i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Placement Agent, provided, however, that such fees Offering; and (o) the Underwriters’ actual “road show” expenses for the Offering. The Underwriters’ expenses under clauses (k) through (o) shall not exceed in the aggregate $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above100,000.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the (i) The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares, Warrant Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement AgentCompany’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by counsel, which will be the Representative’s counsel), it being understood that no such counsel fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on a Trading Market; (d) all fees, expenses and an additional $5,000 at closing disbursements relating to the registration, qualification or exemption of the Offering)Securities under the securities laws of such foreign jurisdictions to which the Company shall have consented in writing; (ve) the costs of all mailing and printing of the placement underwriting documents relating to the Offering (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vie) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (f) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viig) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiih) the fees and expenses of the Company’s accountants accountants; (i) a maximum of $100,000 for necessary, reasonable and the documented out-of-pocket fees and expenses of the Underwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the Company’s legal counsel officers and directors; (l) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other agents and representativessimilar software) for the Offering; and (ixm) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent may reasonably requestOffering. For the sake of clarity, not to exceed $5,000. In addition, it is understood and agreed that the Company agrees to shall be responsible for the Underwriters’ external counsel legal fees costs detailed in this Section, irrespective of counsel whether the Offering is consummated or not, subject to a maximum of $50,000 in the Placement Agentevent there is not a Closing. Additionally, providedthe Company shall provide the Representative with an expense advance of $25,000, however, that such fees which shall not exceed $75,000. The Company has also paid $30,000 retainer to you for be applied towards out-of-pocket-pocket accountable expenses, including those expenses set forth aboveherein, and any portion of such advance shall be returned 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 date of the Closing, or the date of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with FINRA; (ii) Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital Market; Trading Market and such other stock exchanges as the Company and the Representative together determine in good faith; (iiic) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all feesexpenses, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system fees); (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and any “blue sky” surveys and, if appropriate, any blue sky surveysagreement among Underwriters, etc.any agreements with selected dealers, 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 Placement Agent Representative may reasonably deem necessary; necessary; (vie) the cost and expense of the public relations firm referred to in Section 4.20 of this Agreement; (f) the costs of preparing, printing printing, and delivering certificates representing such Shares; the Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Shares; the Securities (viiincluding, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; Underwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; representatives; (k) the Underwriters’ documented costs of mailing prospectuses to prospective investors; (l) all fees, expenses, and disbursements relating to background checks of the Company’s officers and directors; (m) the documented fees and expenses associated with the Underwriters’ use of the i-Deal system and Net Roadshow; and (ixn) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any, all documented out-of-pocket fees, expenses, and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be responsible for paid by the legal fees of counsel Company to the Placement Agent, Underwriters; provided, however, that all such fees costs and expenses pursuant to this Section 4.06(d), including those referenced in clauses (m) and (n) above and legal expenses of counsel to the Underwriters and otherwise, which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $75,000200,000 in the aggregate if the Offering is not closed. The This $200,000 amount shall be inclusive of the $10,000 advance for accountable expenses previously paid by the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth abovethe Representative (the “Advance”).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering with the Commission and (including the filing Option Shares); (b) all FINRA Public Offering Filing System fees associated with the review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other any foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of the Placement Agent’s Blue Sky counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 and Prospectus Supplements as the Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) up to $75,000 for the costs associated with commemorative Lucite tombstones in such quantities as the Placement Agent may reasonably request, not to exceed $5,000fees and expenses of EGS. In additionFor avoidance of doubt, the maximum amount of legal fees, costs and expenses incurred by the Representative that the Company agrees to shall be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Underwriters shall also deduct from the net proceeds of the Offering payable to the Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenseson the Closing Date, including those or each Option Closing Date, if any, the expenses set forth aboveherein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivc) all fees, expenses and disbursements relating to the registration or qualification of such Public Shares under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering)designate; (vd) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vie) the costs and expenses of the Company’s public relations firm; (f) the costs of preparing, printing and delivering certificates representing such the Public Shares; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Public Shares (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixk) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with commemorative Lucite tombstones advertising the Offering in such quantities as the Placement Agent national editions of the Wall Street Journal and New York Times after the Closing Date. The Underwriters may reasonably requestalso deduct from the net proceeds of the Offering payable to the Company on the Closing Date, not to exceed $5,000. In additionor each Option Closing Date, if any, the Company agrees expenses set forth herein to be responsible for paid by the legal fees of counsel Company to the Placement Agent, provided, however, that such fees shall not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth aboveUnderwriters.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Shares) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (ii) all fees and expenses relating to the listing of such Firm Shares and Option Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offering); (vc) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Agreement, Underwriting Agreement and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.any agreements with Selected Dealers, 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 Placement Agent Representative may reasonably deem necessary; (vid) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (e) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viif) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriters; (viiig) the fees and expenses of the Company’s accountants and accountants; (h) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (j) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; (k) the fees and expenses of the Underwriter’s legal counsel and (ixl) the costs associated with commemorative Lucite tombstones in such quantities as Company’s actual “road show” expenses for the Placement Agent Offering. The Underwriters may reasonably request, not also deduct from the net proceeds of the Offering payable to exceed $5,000. In addition, the Company agrees on the Closing Date, or each Option Closing Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be responsible for paid by the legal fees of counsel Company to the Placement Agent, Underwriters; provided, however, that all such fees costs and expenses pursuant to Section 4.6(d), which are incurred by the Underwriters and for which the Company shall be responsible shall not exceed $75,000125,000 in the aggregate in the event of a Closing of the Offering ($25,000 of which has been paid as an advance (the “Advance”) prior to the Execution Date) and a maximum of $40,000 in the event there is not a Closing. The Company has also paid $30,000 retainer to you for In the event the offering is terminated, the Advance received against reasonable out-of-pocket-accountable expenses, including those set forth abovepocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Option Securities) with the Commission and Commission; (b) all FINRA Public Offering Filing System fees associated with the filing review of the offering materials with Offering by FINRA; (iic) all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the NASDAQ Capital MarketTrading Market and such other stock exchanges as the Company and the Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counselif any), it being agreed provided, however, that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of budget for “blue sky” work fees and expenses shall be pre-approved in writing by such counsel and an additional $5,000 at closing of the Offering)Company; (ve) the costs of all mailing and printing of the placement underwriting documents (including including, without limitation, the Underwriting Agreement, and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.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 Placement Agent Representative may reasonably deem necessary; (vif) the costs of preparing, printing and delivering certificates representing such Sharesthe Securities; (g) fees and expenses of the transfer agent Transfer Agent for such Sharesthe Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (viih) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentUnderwriter; (viiii) the fees and expenses of the Company’s accountants and accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; and (ixl) other reasonable out-of-pocket expenses of the costs associated Representative incurred as a result of performing its services in connection with commemorative Lucite tombstones in the Offering, subject to presentation of appropriate documentations evidencing such quantities as the Placement Agent may reasonably requestout-of-pocket expenses, not to exceed $5,000. In addition, the Company agrees to be responsible for the legal fees of counsel to the Placement Agent, provided, however, that such fees which amount shall not exceed $75,000a maximum of 1% of the gross proceeds of the Offering. The Company has also paid the Representative monthly retainer fees in the aggregate amount of [$30,000 retainer 90,000] (the “Advance”). The Advance paid will be credited against underwriting discounts and commissions payable to you for out-of-pocket-accountable expenses, including those set forth abovethe Representative hereunder.

General Expenses Related to the Offering. Subject to Section 5.5.3 of this Agreement, the The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, including but not limited to: to (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in this Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering with the Commission and the filing of the offering materials with by FINRA; (iic) all fees and expenses relating to the listing of such Shares Public Securities on the NASDAQ Capital MarketExchange and on such other stock exchanges as the Company and Representative together determine; (iii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities offered under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Placement Agent’s counsel, it being agreed that if the Offering is commenced on a national securities exchange the Company will make a payment of $0 to such counsel at the closing of the Offering, or if the Offering is commenced on a quotation system (such as the Over-the-Counter Bulletin Board or OTC Markets) the Company will make a payment of $10,000 to such counsel upon commencement of “blue sky” work by such counsel and an additional $5,000 at closing of the Offeringcounsel); (ve) 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 placement underwriting documents (including including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any blue sky surveysAgreement Among Underwriters, etc.Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statementsregistration statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent Representative may reasonably deem necessary; (vig) the costs and expenses of its public relations firm; (h) the costs of preparing, printing and delivering certificates representing such Sharesthe Public Securities to be offered in this offering; (i) fees and expenses of the transfer agent for such Sharesthe securities; (viij) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement AgentRepresentative; (; (; (viiik) the fees and expenses of the Company’s accountants and accountant; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (ixm) the costs associated with commemorative Lucite tombstones in such quantities as fees and expense of the Placement Agent may reasonably requestRepresentative’s legal counsel, not to exceed $5,00050,000; and (n) the $8,000 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for this offering. In additionThe Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to be responsible reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, our obligations to reimburse the representative for the legal fees any out of counsel to the Placement Agent, provided, however, that such fees shall pocket expenses will not exceed $75,000. The Company has also paid $30,000 retainer to you for out-of-pocket-accountable expenses, including those set forth above58,000 in the aggregate.