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

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) 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; (ii) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq 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 in an amount not to exceed $5,000 per individual; (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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (v) 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; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer agent for the Shares; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE AmexNYSE, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market Exchange, the NYSE American or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock and the Preferred Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the any Option Closing Date, if anyas the case may be, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited toas follows: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; , (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; FINRA and all fees and expenses relating to the listing of such the Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative together determine; , (iiic) 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; individual and $30,000 in the aggregate, (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 Company and the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional up to $5,000 on the Closing Date5,000); , (ve) all fees, expenses and disbursements relating to the registration, qualification or exemption of such the Shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designate; , (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any “Blue Sky surveys Surveys” and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power related Powers of attorneyAttorney), Registration Statementsregistration statements, Prospectuses prospectuses and all amendments, supplements and exhibits thereto thereto, and as many preliminary and final Prospectuses prospectuses as the Representative may reasonably deem necessary, (viig) the costs and expenses of any the public relations firm; firm referred to in Section 3.6 hereof, (viiih) the costs of preparing, printing and delivering certificates representing the Shares; , (ixi) the fees and expenses of the transfer agent for the Shares; Transfer Agent referred to in Section 3.15 hereof, (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; , (xik) the costs associated with bound volumes of the public offering materials materials, as well as commemorative mementos and lucite Lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; , (xiil) the fees and expenses of the Company’s accountants; , (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; , (xivn) the Underwriters’ $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; , and (xvo) up to $10,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering; . Any expenses, other than the payment to be made pursuant to clause (xvid) the Underwriters’ costs above, shall be subject to prior approval of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will which approval shall not be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Dateunreasonably withheld, conditioned or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwritersdelayed.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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) Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock and Warrants on the Nasdaq Exchange and on 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 in an amount not to exceed $5,000 per individual15,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq The NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE AmexNew York Stock Exchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on The NASDAQ Capital Market, the Nasdaq Capital Market NYSE MKT or on the Over the Over-The-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for Transfer Agent and the SharesWarrant Agent; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) up to $2,500 for 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 shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) fees and expenses of the Underwriters’ Representative’s legal counsel not to exceed $75,000; (p) $29,500 for cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq and NASDAQ Capital Market or such other stock exchanges as the Company and the Representative Underwriters together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 2,500 per individual; (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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date10,000 at Closing); (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 Representative Underwriters may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xik) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonesmaterials, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (xivn) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) up to $10,000 to cover the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to including, but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if anynot limited to, the expenses set forth herein incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, and at all times thereafter prior and following the effectiveness of the Registration Statement, the Company and its officers, directors and related parties will abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the Company will not, without the prior written consent of the Representatives, make any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be paid by filed with the Company to the UnderwritersCommission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock and Warrants on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual or $15,000 in the aggregate; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexOTCQB Marketplace, the Company will shall make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date10,000 at Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the SharesSecurities; (ixi) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivm) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000; (n) the $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 3,000 per individualindividual and $20,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on any of The NASDAQ Global Market, The NASDAQ Global Select Market or the NYSE MKT, the Company shall pay actual expenses up to a maximum payment of $5,000 to such counsel at Closing, or (ii) if the Offering is commenced on the Nasdaq Global Market Exchange or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will make shall pay actual expenses up to a maximum payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $1,000; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (p) the $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; , less the Advance (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering as such term is defined in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters8.3 hereof). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof). Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Firm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Ordinary Shares to be sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 2,000 per individualindividual and $10,000 in the aggregate; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as designated by the Representative may reasonably designateUnderwriters; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Ordinary Shares; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 the bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which tombstones in an amount not to exceed $2,500 in the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestaggregate; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the Underwriters’ cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offeringoffering (or any other road show related software or program) in an amount not to exceed $25,000 in the aggregate; and (xvq) the Underwriters’ actual representative’s accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses in an amount not to prospective investors; and (xvii) the costs associated with advertising the Offering exceed $35,000 in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersaggregate. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Offered Shares, the Conversion Shares and Warrant Shares on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 per individualindividual and $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (ai) if the Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE AmexAMEX, the Company will make a payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market NasdaqCM or on the Over the Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and Warrant Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of the Public Securities; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones not to exceed $5,000, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. All expenses to be reimbursed shall be so requested in writing, with evidence of incurrence of same.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Securities, the Warrant Shares to be sold in and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual15,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock and the Warrant Agent for the Warrants; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $3,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $125,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; (xvr) $10,000 for data services and communications expenses; and (s) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (ii) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (iii) all fees and expenses relating to the listing of such Shares Listed Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative Underwriter together determine; (iiiiv) 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 individualindividual or $20,000 in the aggregate; (ivv) 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 Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make be limited to a payment of up to $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (vvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter and the Company may reasonably designateagree, provided that such fees and expenses payable to counsel in connection therewith shall not exceed $5,000, payable on the Closing Date; (vivii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriter’s Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (viiviii) the costs and expenses of any public relations firmthe Public Relations Firm; (viiiix) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixx) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of Common Stock; (xxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xixii) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times, not to exceed $5,000 in the aggregate; (xiii) 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 shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (xiixiv) the fees and expenses of the Company’s accountants; (xiiixv) the all fees and expenses of the Company’s legal counsel and other agents and representativesUnderwriter Counsel not to exceed $25,000; (xivxvi) the Underwriters’ $20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvxvii) up to $10,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Amounts due under this Section 3.10.1 shall be reduced by the amount of the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 the Public Securities to be sold in the Offering (including the Over-allotment Option Shares, Conversion Shares and/or Option Warrants) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Public Securities and the Shares of Common Stock underlying the Representative’s Warrants on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual15,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the SharesPublic Securities; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will 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 $2,500 in the aggregate; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs . The aforementioned Representative’s expenses shall be limited to a maximum of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering $147,000 in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersaggregate. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (iib) all COBRADesk filing FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares, Closing Warrants, Option Warrants, Closing Warrant Shares, and Option Warrant Shares on the Nasdaq Trading 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 in an amount not to exceed $5,000 per individual; (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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Representative’s counsel), it being understood that no such counsel and an additional $5,000 fees, expenses or disbursements shall be payable so long as the Common Stock continues to be listed on the Closing Date)a Trading Market; (vd) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as to which the Representative may reasonably designateCompany shall have consented in writing; (vie) the costs of all mailing and printing of the underwriting documents relating to the Offering (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ agreement Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiie) the costs of preparing, printing and delivering certificates representing the SharesSecurities; (ixf) fees and expenses of the transfer agent Transfer Agent for the SharesSecurities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (xg) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiih) the fees and expenses of the Company’s accountants; (xiiii) the necessary, reasonable and documented out-of-pocket fees and expenses of the CompanyUnderwriters, including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s legal counsel and other agents and representativesin connection with the Offering in a maximum amount of $150,000; (xivj) the Underwriters’ costs of mailing prospectuses to prospective investors in connection with the Offering; and (k) a maximum of $2,500 for 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; (xv) . For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ external counsel legal costs detailed in this Section 4.6(d), irrespective of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising whether the Offering is consummated or not, subject to a maximum of $50,000 in the national editions event there is not a Closing. Also, if a Closing occurs, one percent (1%) of the Wall Street Journal and New York Times after gross proceeds of the Closing Date. All relevant expenses incurred by Offering shall be provided to the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersRepresentative for non-accountable expenses. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Datedate of the Closing, or the Option Closing Datedate of the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that all costs and expenses pursuant to this Section 4.6(d) that are incurred by the Underwriters in connection with the Offering and for which the Company shall be responsible, other than the fees and expenses described in clause (k) above, shall not exceed $150,000, in the aggregate, in the event of a Closing of the Offering.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the 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; (iii) 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; (ivd) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE AmexMKT, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market NasdaqCM or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) 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 Underwriter may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viig) the costs and expenses of any the public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xik) to the extent approved by the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ $20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvp) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Underwriter together determine; (iiic) 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; (ivd) 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 Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (ve) 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 Underwriter may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary, (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.6 hereof; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the SharesTransfer Agent; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (1) 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 Date in such quantities as the Representative Underwriter may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ $16,000 cost associated with the use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvp) the Underwriters’ up to $10,000 of Xxxxxx’x actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk actual Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 2,000 per individualindividual with a $15,000 cap; (ive) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq NASDAQ Global Market, the NASDAQ Global Select Market or the NYSE AmexMKT, the Company will make a payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq NASDAQ Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $1,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000, (q) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; (iib) all COBRADesk FINRA Public Offering filing fees associated with the review of the Offering by FINRAfees; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq 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 in equity or equity-linked securities on an amount not to exceed $5,000 per individualExchange; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities and the Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by counsel, which will be the Underwriters’ counsel) unless such counsel and an additional $5,000 on filings are not required in connection with the Closing Date)Company’s proposed Exchange listing; (ve) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firmOffering documents; (viiig) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer agent for the Shares; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Securities from the Company to the Underwriters; and (xi) 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 Date in such quantities as the Representative may reasonably request; (xiih) the fees and expenses of the Company’s accountants; (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees, costs and expenses (including fees associated with and disbursements for the review Representative’s counsel up to a maximum of $15,000) incurred in registering the Offering by with FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative Underwriters together determine; (iiic) 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 individualindividual and $____ in the aggregate; (ivd) if the Shares are not listed on NASDAQ, 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 Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, fees and the reasonable fees and disbursements of “blue sky” counsel selected by the Underwriters’ counselRepresentative, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) 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 Underwriters may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.7; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and the New York Times; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) up to $16,000 for the Underwriters’ Underwriters use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvp) up to $10,000 for the Underwriters’ Underwriter’s actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual and $10,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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) $3,000 for the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; (xvr) up to $10,000 of the Underwriters’ actual accountable “road show” ”, (s) up to $30,000 of the Underwriter’s market making and trading, and clearing firm settlement expenses for the Offering; (xvit) the Underwriters’ costs fees and expenses of mailing prospectuses to prospective investorsthe Company’s legal counsel and other agents and representatives; and (xviiu) the costs associated with advertising the Offering in the national editions fees and expenses of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up Underwriter’s legal counsel not to but no more than exceed $10,000; the remaining balance will be borne by the Underwriters125,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative together determine; (iiic) 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; (ivd) 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 Company and the Representative may reasonably shall together designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (ai) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) 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 and the Company shall together designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiig) the costs of preparing, printing and delivering certificates representing the Shares; (ixh) fees and expenses of the transfer agent for the Shares; (xi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiij) the fees and expenses of the Company’s accountants; (xiiik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivl) the $16,000 cost associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvm) the Underwriters’ Underwriter’s actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; , the remaining balance will be borne by the UnderwritersUnderwriter. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the costs of all filing fees mailing and communication expenses relating to the registration printing of the Shares to be sold in underwriting documents (including, without limitation, the Offering (including the Over-allotment Shares) with the CommissionUnderwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as Representative may reasonably deem necessary; (ii) the costs of preparing, printing and delivering certificates representing the Shares; (iii) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market and on such other stock exchanges as the Company and the Representative together determine; (iiiiv) the fees and expenses of the Company’s legal counsel and other agents and representatives; (v) up to $5,000 for commemorative lucite tombstones; (vi) 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 individualindividual (it being understood that such checks have already been completed with respect to the current Company officers and directors, and that in the event that the Company adds additional senior executive officers prior to the completion of the Offering, the Company will pay up to $5,000 for the expenses and disbursements for the background checks for each such additional senior executive officer); (ivvii) all other costs and expenses incident to the performance by the Company of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1 including, without limitation, the Company’s “road-show” expenses; (viii) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ Representative’s counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq Global National Market or the NYSE AmexAMEX, the Company will make a payment by the Company of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (v) 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; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (viiix) the costs and expenses of any the financial public relations firm; firm referred to in Section 3.8 hereof, (viiix) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer agent for the Shares; Common Stock, (xxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) the costs associated with bound volumes of the public offering materials as well as commemorative mementos Underwriters and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.Representative. Cavico Corp. __________________, 2009

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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) Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the SharesTransfer Agent and Warrant Agent; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, all expenses relating to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (i) without limitation, all filing fees and communication expenses relating to the registration of the Shares to be sold in Offering of the Offering Securities (including the Over-allotment SharesOption Securities) with the CommissionCommission and the filing of the offering materials with FINRA; (ii) up to $15,000 for all COBRADesk filing fees of the Representative’s expenses associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing Shares, Option Shares, Warrant Shares and Representative’s Warrant Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineTrading Market; (iii) 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 individualdirectors; (iv) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such Representative’s counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (v) all fees, fees and expenses associated with the i-Deal system 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 designateNetRoadshow; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting including this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (vii) ; the costs and expenses of any the Company’s public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Sharessuch Securities; (ix) fees and expenses of the transfer agent for the Sharessuch Securities; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; (xiv) provided, however, that the Underwriters’ use maximum amount of i-Deal’s book-buildingaccountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $175,000, prospectus tracking less the Advance. For the sake of clarity, it is understood and compliance software agreed that the Company shall be responsible for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs (inclusive of mailing prospectuses to prospective investors; and (xviilegal costs) the costs associated with advertising detailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, subject to a maximum of $175,000 in the national editions event a Closing occurs, and a maximum of $25,000 in the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but event that there is no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersClosing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration qualification of the Shares to be sold in the Offering (including the Over-allotment Shares) with the Securities and Exchange Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative Placement Agents together determine; (iiid) all feesthe costs of preparing, printing and delivering certificates representing the Securities; (e) fees and expenses of the transfer agent for the Common Stock; (f) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agents; (g) the fees and disbursements relating to background checks expenses of the Company’s officers and directors in an amount not to exceed $5,000 per individualaccountants; (ivh) the fees and expenses of the Company’s legal counsel and other agents and representatives; (i) 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 Representative Placement Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market, Nasdaq Capital Market or the NYSE AmexMKT, the Company will make a payment of $5,000 2,500 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 7,500 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date2,500 at Closing); (vj) all fees, expenses and disbursements relating up to the registration, qualification or exemption of such Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vi) the costs of all mailing and printing $20,000 of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer agent for the Shares; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the UnderwritersPlacement Agents’ actual accountable “road show” expenses for the Offering; and (xvik) the Underwriters’ costs fees and expenses of mailing prospectuses legal counsel to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing DatePlacement Agents not to exceed $50,000. All relevant Any expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will not listed above which are greater than $500 must be borne pre-approved by the Company. In addition, up the Company previously paid to but no more than the Placement Agents a deposit for the following expenses: $10,000; 1,000 to conduct personal background checks on the remaining balance will be borne by the UnderwritersCompany’s officers and directors using a background investigation agency. The Underwriters Placement Agents may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersPlacement Agents. The Placement Agents 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 Placement Agents, less the Advance (as such term is defined in Section 9(c) hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agents pursuant to Section 9 hereof, which states, among other things, that any advance received by the Placement Agents for out-of-pocket accountable expenses 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. 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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual15,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) such fees shall only be applicable if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will make a payment of Board and shall be limited to $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding the foregoing, the Company’s obligation for payment of the Representative’s accountable expenses in the aggregate (inclusive of any advances made by the Company to the Representatives) shall not exceed $200,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representative’s Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock and Warrants on the Nasdaq Exchange and on 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 in an amount not to exceed $5,000 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of Company’s “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firmfirm retained by the Company; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for Transfer Agent and the SharesWarrant Agent; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) to the extent approved by the Company in writing in the Company’s discretion, the costs associated with post-Closing advertising the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the reasonable fees and expenses of the Underwriters’ legal counsel not to exceed $75,000; (q) the $25,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ Underwriter’s actual reasonable accountable “road show” expenses for the Offering; (xvi) . Notwithstanding the Underwriters’ costs of mailing prospectuses foregoing, the Company’s obligations to prospective investors; and (xvii) reimburse the costs associated with advertising the Offering Representative for any out-of-pocket expenses actually incurred as set forth in the national editions of preceding sentence shall not exceed $100,000 in the Wall Street Journal aggregate, including but not limited to the reasonable legal fees and New York Times after the Closing Date. All relevant road show expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersas described therein. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (as limited by this Section 3.10.1) to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock and Warrants on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 per individualindividual and $15,000 in the aggregate; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesSecurities; (ixj) fees and expenses of the transfer agent for Transfer Agent and the SharesWarrant Agent; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated, up to an aggregate amount of $3,000, 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 provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at previously paid, including the Closing DateAdvance (as such term is defined in Section 8.3 hereof), all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Offered Shares to be sold in the Offering (including the Over-allotment SharesOption Securities) with the Commission; (iib) all COBRADesk Public Offering Filing System filing fees and expenses associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Offered Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determine, including any fees charged by the DTC for new securities; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers officers, directors and directors entities in an amount not to exceed $5,000 per individualUS$15,000 in the aggregate; (ive) all reasonable and documented fees, expenses and disbursements relating to the registration or qualification of such Offered Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will shall make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all reasonable and documented fees, expenses and disbursements relating to the registration, qualification or exemption of such Offered Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses Final Offering Documents and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Offering Documents and final Prospectuses Final Offering Documents as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates (if any) representing the Offered Shares; (ixj) fees and expenses of the transfer agent for the Common Shares; (xk) stock transfer, warrant transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of then Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials material as well as commemorative mementos and lucite lucit tombstones, each of which the Company company or its designee will provide within a reasonable time after the Closing Date in such quantities as ass the Representative may reasonably request, in an amount not to exceed US$3,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the Underwriters’ fees and expenses of the Representative’s legal counsel not to exceed US$125,000; (q) the US$29,500 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; (xvr) US$10,000 for data services and communications expenses; and (s) up to US$30,000 of the Underwriters’ Representative’s actual accountable “road show” ”, market making and trading, and clearing firm settlement expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Over-allotment Option Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Nasdaq Trading 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 in an amount not to exceed $5,000 per individual; (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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements expenses of Blue Sky counsel) unless such filings are not required in connection with the Underwriters’ counselCompany’s proposed listing on a national exchange, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)applicable; (v) 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; (vie) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer agent for the Shares; (xf) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiig) the fees and expenses of the Company’s accountants; and (xiiih) the a maximum of $50,000 for fees and expenses of (the Company’s legal counsel and other agents and representatives; (xiv“Expense Cap”) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual including “road show” expenses ”, diligence and reasonable legal fees and disbursements for the Offering; (xvi) the Underwriters’ costs counsel. Additionally, the Representative shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising gross proceeds in this offering. Such non-accountable expense allowance shall not be deemed included in the Expense Cap. In the event the Offering in the national editions is not consummated, a maximum of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred $20,000 will be payable by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersCompany for such expenses. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Subject to Section 10.3, the Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, 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 (including the Over-allotment Shares) with the CommissionCommission and the filing of the offering materials with FINRA; (ii) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineNASDAQ Capital Market; (iii) 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 individualdirectors; (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 Representative Newbridge may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ Newbridge’s counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, a national securities exchange the Company will make a payment of $5,000 0 to such counsel on at the Closing Dateclosing of the Offering, or (b) if the Offering is commenced on a quotation system (such as the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, Board or OTC Markets) the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on at closing of the Closing DateOffering); (v) 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; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, including the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any blue sky surveys, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Newbridge may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiivi) the costs of preparing, printing and delivering certificates representing the such Shares; (ix) fees and expenses of the transfer agent for the such Shares; (xvii) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersNewbridge; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiiviii) the fees and expenses of the Company’s accountants; (xiii) accountants and the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xviiix) the costs associated with advertising the Offering commemorative Lucite tombstones in the national editions of the Wall Street Journal and New York Times after the Closing Datesuch quantities as Newbridge may reasonably request, not to exceed $5,000. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the CompanyIn addition, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein agrees to be paid by responsible for the Company legal fees of counsel to the UnderwritersNewbridge, provided, however, that such fees shall not exceed $75,000.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares the Securities on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 per individualin total; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Preliminary Prospectuses, Disclosure Packages and Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesSecurities; (ixj) fees and expenses of the transfer agent for the SharesTransfer Agent; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, all expenses relating to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (i) without limitation, all filing fees and communication expenses relating to the registration of the Shares to be sold in Offering of the Offering Securities (including the Over-allotment SharesOption Securities) with the CommissionCommission and the filing of the offering materials with FINRA; (ii) up to $15,000 for all COBRADesk filing fees of the Representative’s expenses associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineTrading Market; (iii) 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 individualdirectors; (iv) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such Representative’s counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (v) all fees, fees and expenses associated with the i-Deal system 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 designateNetRoadshow; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting including this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (vii) ; the costs and expenses of any the Company’s public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Sharessuch Securities; (ix) fees and expenses of the transfer agent for the Sharessuch Securities; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; (xiv) provided, however, that the Underwriters’ use maximum amount of i-Deal’s book-buildingaccountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $175,000, prospectus tracking less the Advance. For the sake of clarity, it is understood and compliance software agreed that the Company shall be responsible for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs (inclusive of mailing prospectuses to prospective investors; and (xviilegal costs) the costs associated with advertising detailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, subject to a maximum of $175,000 in the national editions event a Closing occurs, and a maximum of $25,000 in the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but event that there is no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersClosing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and entities in an amount not to exceed $5,000 per individual/entity and $15,000 in the aggregate; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)at Closing; (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $3,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel and other agents and representatives of the Representative not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; (xvr) the Underwriters$10,000 for data services and communications expenses; and (s) up to $10,000 of Titan Partners’ actual accountable “road show” expenses; provided, that the actual aggregate accountable expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by Company will reimburse the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than not exceed $10,000; the remaining balance will be borne by the Underwriters125,000povi. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the preparation of, and performance of the obligations of of, the Company under this Agreement and the Deposit Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares ADSs to be sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares ADSs on the Nasdaq and such other stock exchanges as the Company and the Representative Underwriter together determine; (iiic) 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; (iv) all , which fees, expenses and disbursements relating to shall not exceed $10,000 in the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)aggregate; (vd) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares ADSs under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (vie) the costs of all mailing and printing of the underwriting documents (includingoffering documents, without limitationRegistration Statements, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), ADS Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiif) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SharesADSs; (ixg) fees and expenses of the transfer agent Depositary for the SharesADSs; (xh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiii) the fees and expenses of the Company’s accountants; (xiiij) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xviik) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times after except that Company shall only reimburse the Closing Date. All relevant Underwriter for the costs of this subsection (k) if the Company gives its prior written consent to such advertisements; (l) actual “road show” expenses for the Offering incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, Date the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Such expenses shall include reimbursement of up to $120,000 of the Underwriter’s actual expenses including but not limited to (a) reasonable travel and out-of pocket expense in connection with the Offering; and (b) reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with the Offering. Any remaining costs and expenses of the Underwriter shall be borne by the Underwriter. The Underwriter acknowledges that $80,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 3.7.1.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative Underwriter together determine; (iiic) 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; (ivd) the reasonable fees and disbursements of the Underwriter’s counsel in excess of $140,000, as incurred, which excess is currently estimated to be in a range of $20,000 - 60,000 but will depend on the actual fees and disbursements of such counsel in connection with the Offering; (e) 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 Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel, it being agreed that (ai) if the Offering is commenced on the Nasdaq Global NASDAQ Capital Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (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 Representative Underwriter may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm as contemplated by Section 3.7 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the Shares; (ixj) fees and expenses of the transfer agent for the Shares; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xil) the costs associated with post-Closing advertising of the Offering in the national additions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the Underwriters’ $16,000 cost associated with the Underwriter’s use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvq) up to $10,000 of the Underwriters’ Underwriter’s actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersOfferings. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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) Public Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock and Warrants on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual15,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-The-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest not to exceed $2,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance as such term is defined herein.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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) Public Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 2,000 per individualindividual and $10,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 2,500 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $2,500 in the aggregate; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, any unreimbursed expenses or other amounts previously paid by the Company to Xxxxxx Xxxxxx in connection with its initial public offering, including those described in this Section 3.10.1, shall be offset against any future expenses or amounts payable by the Company to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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) Public Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 2,000 per individualindividual and $10,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 2,500 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $2,500 in the aggregate; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, any unreimbursed expenses or other amounts previously paid by the Company to the Representative in connection with its initial public offering, including those described in this Section 3.10.1, shall be offset against any future expenses or amounts payable by the Company to the Representative.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Offered Shares, the Conversion Shares and Warrant Shares on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 per individualindividual and $15,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (ai) if the Offering is commenced on the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE AmexAMEX, the Company will make a payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market NasdaqCM or on the Over the Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and Warrant Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the Public Securities, the Offered Shares, the Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of the Public Securities; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonestombstones not to exceed $5,000, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the fees and expenses of the Representative’s legal counsel not to exceed $40,000; (q) the $25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof) provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. All expenses to be reimbursed shall be so requested in writing, with evidence of incurrence of same. Notwithstanding the foregoing, the Underwriters shall credit the Company $75,000 at Closing as a reduction of the aggregate amounts of expenses set forth in this Section 3.7.1 for which the Company shall reimburse the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares shares of Common Stock and Warrants to be sold in the Offering (including the Over-allotment SharesOption Shares and/or Option Warrants) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual and $15,000 in the aggregate; (ive) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-closing advertising the Offering in the national editions of the Wall Street Journal and New York Times, (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (xivo) the Underwriters’ fees and expenses of the Representative’s legal counsel not to exceed $75,000; (p) the $29,500 cost associated with the use of i-Dealif Ipreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ Representatives actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs . The aforementioned Representative’s expenses shall be limited to a maximum of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering $125,000 in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersaggregate. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineNASDAQ; (iiic) 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; (ivd) 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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make a payment of be limited to $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on at the Closing Date); (ve) 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 Underwriters may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, ; (viig) the costs and expenses of any the public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) the fees and expenses of the transfer agent for the Shares; (xj) all stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivm) the Underwriters’ $16,000 cost associated with the use of i-Deal’s book-book building, prospectus tracking and compliance software for the Offering; (xvn) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xviio) the costs associated with advertising the Offering in the national editions all reasonable fees and disbursements of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred counsel retained by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersan aggregate amount that fully complies with FINRA Rule 5110(f)(2)(B). The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; : (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market, the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (iiic) 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 individualof actual costs incurred; (ivd) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 15,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) 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; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the SharesCommon Stock; (xj) stock transfer and/or anchor stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $ 60 ,000; (p) the $29,500 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual25,000 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 Representative and the Company may reasonably designate agree upon (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (bii) if the Offering is commenced on the The Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative and the Company may reasonably designateagree upon; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (ixg) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xh) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xii) the costs associated with bound volumes post-Closing advertising the Offering in the national editions of the public offering materials as well as commemorative mementos Wall Street Journal and lucite tombstonesNew York Times; provided, each of which that such amounts will not exceed $5,000 without the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestCompany’s prior written consent; (xiij) the fees and expenses of the Company’s accountants; (xiiik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivl) the Underwriters’ $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; provided, that such fee or portion thereof is only payable upon closing of the Offering; (xvm) the fees and expenses of the Underwriters’ legal counsel not to exceed $75,000; provided, that such fees and expenses or portion thereof is only payable upon closing of the Offering; and (n) up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions provided, that such fee or portion thereof is only payable upon closing of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersOffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Firm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 SharesOption) with the CommissionCommission and the listing of such Shares on the Exchange; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq 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 in an amount not to exceed $5,000 per individual; (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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (vd) all fees, expenses and disbursements relating to the registration, qualification or exemption of such the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vie) the costs of all mailing associated with receiving commemorative mementos and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys and, if appropriate, any Selected Dealers’ agreement and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firmlucite tombstones; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (ixf) fees and expenses of the transfer agent Representative’s Counsel; (g) the Underwriters’ “road show” expenses for the Shares; Offering, (xh) stock transfer and/or stamp taxesall fees, if any, payable upon the transfer of securities from the Company expenses and disbursements relating to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses background checks of the Company’s accountants; officers and directors up to $7,500, and (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivi) the Underwriters’ use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; (xv) provided that the Underwriters’ actual “road show” total expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred payable by the Underwriters Company that are set forth in item clauses (xve) through (i) hereunder shall not exceed an aggregate of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters207,500. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable and necessary 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 (including the Over-allotment SharesOption Units) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (iiid) 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 individual10,000 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 Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the SharesPublic Securities; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times up to $10,000; (m) up to $2,500 of 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representatives’ legal counsel not to exceed $50,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; , less the Advance (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering as such term is defined in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters8.3 hereof). The Underwriters Representatives may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq and Global Select Market or such other stock exchanges primary market on which the Common Shares are listed for trading as the Company and the Representative together determinea class; (iiid) 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 individualindividual and $20,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make be limited to a payment of $5,000 to such counsel on the Closing Dateat Closing) and provided that all such fees, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment expenses and disbursements in excess of our aggregate of $15,000 10,000 shall be subject to such counsel upon the commencement consent of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)Company, which consent is not to be unreasonably withheld; (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the shares of Common Shares; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivn) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering . The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriters (subject to prior delivery to the Company of invoices for such expenses), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) such fees and expenses will be limited to if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will shall make a payment of up to $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the to such counsel at Closing Dateto cover such counsel’s fees and expenses); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs (up to $2,500) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $50,000, but only if the gross proceeds to the Company from the Offering equal or exceed $25 million; (p) the $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvq) upon the Underwriters’ successful completion of this Offering, up to $20,000 of the Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) . Notwithstanding the Underwriters’ costs of mailing prospectuses foregoing, the Company’s obligations to prospective investors; and (xvii) reimburse the costs associated with advertising the Offering Representative for any out-of-pocket expenses actually incurred as set forth in the national editions of preceding sentence shall not exceed $125,000.00 in the Wall Street Journal aggregate, including but not limited to the reasonable legal fees and New York Times after the Closing Date. All relevant road show expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersas described therein. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (ii) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (iii) all fees and expenses relating to having the listing of such Shares Firm Class A Warrants and the Option Class A Warrants quoted on the Nasdaq Market and such other stock exchanges as the Company and the Representative Underwriter together determine; (iiiiv) 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 individualindividual or $20,000 in the aggregate; (ivv) 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 Representative Underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make be limited to a payment of up to $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (vvi) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative Underwriter and the Company may reasonably designateagree, provided that such fees and expenses payable to counsel in connection therewith shall not exceed $5,000, payable on the Closing Date; (vivii) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriter’s Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriter may reasonably deem necessary, ; (viiviii) the costs and expenses of any public relations firmthe Public Relations Firm; (viiiix) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixx) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of Common Stock; (xxi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xixii) the costs associated with post-closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times, not to exceed $5,000 in the aggregate; (xiii) 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 shall provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriter may reasonably request; (xiixiv) the fees and expenses of the Company’s accountants; (xiiixv) the all fees and expenses of the Company’s legal counsel and other agents and representativesUnderwriter Counsel not to exceed $25,000; (xivxvi) the Underwriters’ $20,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvxvii) up to $10,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter. Amounts due under this Section 3.10.1 shall be reduced by the amount of the Advance (as such term is defined in Section 8.3 hereof); provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determine; (iiic) 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 individualindividual and $25,000 in the aggregate; (ivd) 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (ai) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) 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; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.7; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, not to exceed $5,000 in the aggregate, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivn) $16,000 for the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xvo) the Company’s (including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and the Company’s travel and lodging expenses) and the Underwriters’ actual “road show” expenses for the Offering; (xvip) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xviiq) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xvo) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative Representatives together determine; (iiid) 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; 5,900 in the aggregate, (ive) the reasonable fees and disbursements of the Underwriters’ counsel up to a maximum of $107,000 (but will not exceed on the actual fees and disbursements of such counsel in connection with the Offering), (f) 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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (v) 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; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative Representatives may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the fees and expenses of the Company’s accountants; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request; , (xii) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xvm) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs Offering up to a maximum of mailing prospectuses to prospective investors$17,100; and (xviin) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersUnderwriter. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares the Public Securities on the Nasdaq NasdaqCM and on 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 in an aggregate amount not to exceed $5,000 per individual5,000; (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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited as follows: (ai) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexNasdaqCM, the Company will make a no payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 5,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designatedesignate with the prior consent of the Company; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of the Public Securities; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times with the prior consent of the Company; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest but not to exceed $2,500; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the $25,000 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) offering. Notwithstanding the Underwriters’ costs of mailing prospectuses foregoing, the Company’s obligation to prospective investors; and (xvii) reimburse the costs associated with advertising the Offering Representative for any out-of-pocket accountable expenses actually incurred shall not exceed $50,000 in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersaggregate. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 2,500 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such its counsel upon the commencement of “blue sky” work by such its counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Securities to be sold in the Offering (including the Over-allotment SharesAdditional Securities) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares the Securities on the Nasdaq Exchange and on such other stock exchanges as the Company and the Representative together determine; (iiic) all fees, expenses and disbursements relating to background checks of the Company’s 's officers and directors in an amount not to exceed $5,000 1,500 per individualindividual and $10,000 in the aggregate; (ivd) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make a payment of $5,000 be limited to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters. Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viig) the costs and expenses of any the public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the SharesSecurities; (ixi) fees and expenses of the transfer agent for the SharesCommon Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersRepresentative; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $75,000; (p) the $29,500 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) up to $10,000 of the Underwriters’ Representative’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company and the Representative acknowledge that the Company has previously paid to the Representative an advance in an amount of $25,000 (the “Advance”) against the Representative’s out-of pocket accountable expenses against such expense reimbursement, which shall limited to a maximum of $135,000 in the aggregate. Notwithstanding anything to the contrary in this Section 3.10.1, in the event that this Agreement is terminated pursuant to Section 8.2 hereof, or subsequent to a Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters through the date of such termination (including the fees and disbursements of Underwriters’ Counsel ), less the Advance, in an aggregate amount not to exceed $135,000 less the Advance previously paid.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 2,500 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on either the Nasdaq Global Market, Nasdaq Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the at Closing Date, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs associated with one (1) bound volumes volume of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the fees and expenses of the Representative Counsel not to exceed $50,000; (q) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities and Representative’s Securities to be sold in the Offering (including the Over-allotment SharesAdditional Securities) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities and ADSs issuable upon exercise of the Warrants and Representative’s Warrant and the underlying Ordinary Shares of such ADSs on the Nasdaq NasdaqCM and such other stock exchanges TASE, as the Company and the Representative together determineapplicable; (iiid) 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 individualindividual and $55,000 in the aggregate; (ive) all fees, expenses and disbursements relating to the registration or qualification of such Shares the Public Securities and Representative’s Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel), it being agreed that (a) if the Offering is commenced on the The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE AmexMKT, the Company will shall make a payment of $5,000 to such counsel on the at Closing Date, or (b) if the Offering is commenced on NasdaqCM or the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the at Closing Date); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities and Representative’s Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent and depositary for the SharesADSs; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) up to $5,000 in costs associated with one set of bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (q) the $25,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, provided the Representative has previously delivered to the Company an adequate accounting of such expenses.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid 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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative Representatives together determine; (iiid) 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 individual15,000 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 Representative Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative Representatives may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Representatives may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request, provided that such items do not exceed $2,500 in the aggregate; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representatives’ legal counsel not to exceed $75,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representatives may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (iiic) 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; (ivd) 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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (ve) 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; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.6 hereof; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the SharesTransfer Agent; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (1) 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 Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the $16,000 cost associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvp) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) offering that will be credited toward the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) non-accountable expense allowance in the costs associated with advertising event the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersis completed. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq NasdaqCM 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 in an amount not to exceed $5,000 per individual; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such Shares shares under the “blue sky” securities laws of such states and other jurisdictions as the Company and the Representative may reasonably designate together determine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (ai) if the Offering is commenced on the NasdaqCM, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE AmexMKT, the Company will make a payment of $5,000 0 to such counsel on the Closing Dateat Closing, or (bii) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (ve) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares shares under the securities laws of such foreign jurisdictions as the Company and the Representative may reasonably designatetogether determine; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiig) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixh) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiij) the fees and expenses of the Company’s accountants; (xiiik) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (xivl) the Underwriters’ costs associated with four (4) bound volumes of the public offering materials to be provided to the Representative by Company’s counsel; (m) the $2,000 cost associated with the use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvo) upon successfully completing this Offering, $2,500 for the Underwriters’ actual “road show” expenses use of NetRoadshow’s internet roadshow software for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and entities in an amount not to exceed $5,000 per individual/entity and $15,000 in the aggregate; (ive) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)at Closing; (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably requestrequest in an amount not to exceed $3,000; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s legal counsel and other agents and representatives of the Representative not to exceed $125,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; (xvr) the Underwriters’ $10,000 for data services and communications expenses; (s) up to $10,000 of ThinkEquity’s actual accountable “road show” expenses; and (t) up to $30,000 of ThinkEquity’s market making and trading, and clearing firm settlement expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than a maximum of $10,000; the remaining balance will be borne by the Underwriters300,000. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company has paid to the Representative a $50,000 advance which shall be applied against the Representative’s actual accountable expenses and such advance shall be reimbursed to the Company to the extent any portion thereof is not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual or $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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexOver-the-Counter Bulletin Board, the Company will shall make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixi) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivm) the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000; (n) the $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares to be sold in Public Securities and the Offering (including the Over-allotment Shares) Representatives Securities with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individual; (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 Representative and the Company may reasonably mutually designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative and the Company may reasonably mutually designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixi) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representativesrepresentatives (m) the fees and expenses of the Underwriter’s legal counsel not to exceed $75,000; (xivn) the Underwriters’ $25,000 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable and necessary 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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange and such other stock exchanges as the Company and the Representative and NTB together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 3,000 per individualindividual and $10,000 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 Representative and NTB may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE AmexExchange, the Company will shall make a payment of $5,000 to such counsel on the Closing Dateat Closing, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will shall make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative and NTB may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative and NTB may reasonably deem necessary, ; (viih) the costs and expenses of any a public relations firm; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times up to $10,000; (m) up to $2,500 of 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 will shall provide within a reasonable time after the Closing Date in such quantities as the Representative and NTB may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) fees and expenses of the Representative’s and NTB’s legal counsel not to exceed $50,000; (q) the Underwriters’ $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvr) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; , less the Advance (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering as such term is defined in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters8.3 hereof). The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities and Representative’s Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Firm Shares, the Additional Shares and shares of Common Stock issuable upon exercise of the Firm Warrants, Additional Warrants and Representative’s Warrant on the Nasdaq Exchange 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 in an amount not to exceed $5,000 3,000 per individualindividual and not to exceed $36,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and in an additional amount not to exceed $5,000 on the Closing Date10,000); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities and Representative’s Securities under the securities laws of such foreign jurisdictions as the Company and Representative may reasonably designateagree upon; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities and Representative’s Securities; (ixi) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) to the extent agreed to by the Company and Representative, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (k) to the extent agreed to by the Company and Representative, the costs associated with one set of bound volumes of the public offering materials as well as up to $2,000 of commemorative mementos and lucite tombstones, each of which the Company or its designee will shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivn) the Underwriters’ $21,775 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriters with the written approval of the Company.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq and Global Select Market or such other stock exchanges primary market on which the Common Shares are listed for trading as the Company and the Representative together determinea class; (iiid) 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 individualindividual and $20,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company such fees and expenses will make be limited to a payment of $5,000 to such counsel on the Closing Dateat Closing) and provided that all such fees, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment expenses and disbursements in excess of our aggregate of $15,000 10,000 shall be subject to such counsel upon the commencement consent of “blue sky” work by such counsel and an additional $5,000 on the Closing Date)Company, which consent is not to be unreasonably withheld; (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.8 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the SharesCommon Shares and Warrant Agent for the Warrants; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivn) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering . The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriters (subject to prior delivery to the Company of invoices for such expenses), less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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 Option Shares) with the Commission; (iib) all COBRADesk Public Filing System filing fees associated with the review of the Offering by FINRAFINRA and all fees and expenses relating to the listing of the Public Securities on the NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market or the NYSE MKT and on any other stock exchanges to be determined by the Company and Representative; (c) all fees and expenses relating to the listing of such Shares Public Securities on the Nasdaq Exchange 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 in an amount not to exceed $5,000 per individualindividual and $20,000 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel), it being agreed provided however, that such fees, expenses and disbursements to such “blue sky” counsel shall be limited to (ai) $5,000, if the Offering is commenced on either the Nasdaq NASDAQ Global Market, NASDAQ Global Select Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing DateMKT, or (bii) $20,000, if the Offering is commenced consummated on the Nasdaq NASDAQ Capital Market or on the Over the Over-the-Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of the “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the Company’s public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixi) fees and expenses of the transfer agent for the Sharesshares of Common Stock; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivm) the Underwriters’ fees and expenses of the Underwriter’s legal counsel not to exceed $50,000; (n) the $29,500 cost associated with the Underwriter’s use of i-DealIpreo’s book-building, prospectus tracking and compliance software for the Offering; and (xvo) up to $20,000 of the Underwriters’ Underwriter’s actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Underwriters shall bear the costs and expenses incurred by them in connection with the sale of the Firm Shares and Option Shares and the transactions contemplated thereby.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all reasonable and documented 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 Offered Shares to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such the Offered Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineCSE; (iii) 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; (ivd) all fees, expenses and disbursements relating to the registration or qualification of such the Offered Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative Underwriter may reasonably designate and the Company may agree (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on which will be the Closing DateUnderwriter’s counsel); (ve) all fees, expenses and disbursements relating to the registration, qualification or exemption of such the Offered Shares under the securities laws of such foreign jurisdictions as the Representative Underwriter may reasonably designate; (vif) the costs of all mailing and printing of the underwriting offering documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys (a copy of which shall be provided to the Company) and, if appropriateapplicable, any Selected Dealers’ agreement Agreement, Underwriter’s Questionnaire and power Power of attorneyAttorney), the Registration StatementsStatement, Prospectuses the Preliminary Offering Documents, the Time of Sale Prospectus and the Final Offering Documents and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (vii) the costs and expenses of any public relations firmthereto; (viiig) the costs of preparing, printing and delivering certificates representing the Offered Shares, if any; (ixh) fees and expenses of the Company’s transfer agent for the Sharesagent; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities Offered Shares from the Company to the UnderwritersUnderwriter; (xi) 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 Date in such quantities as the Representative may reasonably request; (xiik) the fees and expenses of the Company’s accountants; (xiiil) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (xivm) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software US$75,000 for the Offering; (xv) the Underwriters’ actual “road show” expenses legal fees and disbursements for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersUnderwriter’s counsel. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and 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 Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ and such other stock exchanges as the Company and the Representative Representatives together determine; (iiid) 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; 7,000 in the aggregate, (ive) the reasonable fees and disbursements of the Underwriters’ counsel up to a maximum of $125,000 (but will not exceed on the actual fees and disbursements of such counsel in connection with the Offering), (f) 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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ Underwriter’s counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date); (v) 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; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary Preliminary Prospectuses and final Prospectuses as the Representative Representatives may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the fees and expenses of the Company’s accountants; (l) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Representatives may reasonably request; , (xii) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xiv) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xvm) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs Offering up to a maximum of mailing prospectuses to prospective investors$25,000; and (xviin) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the UnderwritersUnderwriter. The Underwriters Underwriter may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersUnderwriter.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be issued and sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares Common Stock on the Nasdaq NasdaqCM and on 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 in an amount not to exceed $5,000 per individualindividual 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 Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (bi) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of up to $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional payment of $5,000 on the Closing Dateat Closing); (vf) all fees, expenses and disbursements relating to the registration, qualification or exemption of such Shares the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, ; (viih) the costs and expenses of any the public relations firmfirm referred to in Section 3.9 hereof; (viiii) the costs of preparing, printing and delivering certificates representing the SharesPublic Securities; (ixj) fees and expenses of the transfer agent Transfer Agent for the Sharesshares of Common Stock; (xk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xil) to the extent approved by the Company in writing, the costs associated with post-Closing advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (m) the costs (up to $3,000) 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 provide, including to the Representative, within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (xiin) the fees and expenses of the Company’s accountants; (xiiio) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivp) the $21,775 cost associated with the Underwriters’ use of i-DealIpreo’s book-book building, prospectus tracking and compliance software for the Offering; and (xvq) upon successful completion of the Offering, up to $20,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters Representative may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance (as such term is defined in Section 8.3 hereof), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) all filing fees and communication expenses relating to the registration of the Shares Public Securities to be sold in the Offering (including the Over-allotment Shares) with the Commission; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Shares on the Nasdaq and OTC Bulletin Board or such other stock exchanges as the Company and the Representative Underwriters together determine; (iiid) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $5,000 2,500 per individual; (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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 10,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Date10,000 at Closing); (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 Representative Underwriters may reasonably designate; (vig) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (vii) the costs and expenses of any public relations firm; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the Shares; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the UnderwritersUnderwriter; (xik) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstonesmaterials, each of which the Company or its designee will provide within a reasonable time after the Closing Date in such quantities as the Representative Underwriters may reasonably request; (xiil) the fees and expenses of the Company’s accountants; (xiiim) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (xivn) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (xv) up to $10,000 to cover the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to including, but no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if anynot limited to, the expenses set forth herein incurred in connection with one or more “road show” marketing trips, while the Commission is reviewing the Registration Statement, for the Company’s management to meet with prospective investors. Such trips will include visits to a number of prospective institutional and retail investors. The Company will pay for its own expenses, including, without limitation, the costs of recording and hosting on the Internet of the Company’s road show presentation and travel and lodging expenses associated with such trips. During the 45-day period prior to the filing of the Registration Statement with the Commission, and at all times thereafter prior and following the effectiveness of the Registration Statement, the Company and its officers, directors and related parties will abide by all rules and regulations of the Commission relating to public offerings, including, without limitation, those relating to public statements (i.e., “gun jumping”) and disclosures of material non-public information. In addition, the Company will not, without the prior written consent of the Representatives, make any offer relating to the Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act required to be paid by filed with the Company to the UnderwritersCommission.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the each Option Closing Date, if any, all expenses relating to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this AgreementOffering, including, but not limited to: (i) without limitation, all filing fees and communication expenses relating to the registration of the Shares to be sold in Offering of the Offering Securities (including the Over-allotment SharesOption Securities) with the CommissionCommission and the filing of the offering materials with FINRA; (ii) up to $15,000 for all COBRADesk filing fees of the Representative’s expenses associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such the Closing Shares, the Option Shares, the Warrant Shares, the Pre-Funded Warrant Shares and the Representative’s Warrant Shares on the Nasdaq and such other stock exchanges as the Company and the Representative together determineTrading Market; (iii) 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 individualdirectors; (iv) 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 jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such Representative’s counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Dateat Closing); (v) all fees, fees and expenses associated with the i-Deal system 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 designateNetRoadshow; (vi) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting including this Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative Underwriters may reasonably deem necessary, (vii) ; the costs and expenses of any the Company’s public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Sharessuch Securities; (ix) fees and expenses of the transfer agent for the Sharessuch Securities; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xi) 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 Date in such quantities as the Representative may reasonably request; (xii) the fees and expenses of the Company’s accountants; (xiii) accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives; (xiv) provided, however, that the Underwriters’ use maximum amount of i-Deal’s book-buildingaccountable expenses with respect to the above incurred by the Representative for which the Company will provide reimbursement in the offering shall be $100,000, prospectus tracking less the Advance. For the sake of clarity, it is understood and compliance software agreed that the Company shall be responsible for the Offering; (xv) the Underwriters’ actual “road show” expenses for the Offering; (xvi) the Underwriters’ costs (inclusive of mailing prospectuses to prospective investors; and (xviilegal costs) the costs associated with advertising detailed in this Section 4.6(d) irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the national editions event a Closing occurs, and a maximum of $35,000 in the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but event that there is no more than $10,000; the remaining balance will be borne by the Underwriters. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the UnderwritersClosing.

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (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; (iib) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq NASDAQ Capital Market, the NASDAQ National Market or the NYSE Amex and on such other stock exchanges as the Company and the Representative together determine; (iiic) 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; (ivd) 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 Representative Underwriters may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Underwriters’ counsel, it being agreed that (a) if the Offering is commenced on the Nasdaq Global Market or the NYSE Amex, the Company will make a payment of $5,000 to such counsel on the Closing Date, or (b) if the Offering is commenced on the Nasdaq Capital Market or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $5,000 on the Closing Datecounsel); (ve) 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; (vif) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky surveys Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ agreement Agreement, Underwriters’ Questionnaire and power Power of attorneyAttorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary, (viig) the costs and expenses of any the public relations firmfirm referred to in Section 3.6 hereof; (viiih) the costs of preparing, printing and delivering certificates representing the Shares; (ixi) fees and expenses of the transfer agent for the SharesTransfer Agent; (xj) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (xik) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (1) 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 Date in such quantities as the Representative may reasonably request; (xiim) the fees and expenses of the Company’s accountants; (xiiin) the fees and expenses of the Company’s legal counsel and other agents and representatives; (xivo) the $16,000 cost associated with the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xvp) up to $10,000 of the Underwriters’ actual accountable “road show” expenses for the Offering; (xvi) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xvii) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date. All relevant expenses incurred by the Underwriters in item (xv) of this Section 3.6.1 will be borne by the Company, up to but no more than $10,000; the remaining balance will be borne by the Underwritersoffering. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.