Common use of Expenses Related to the Offering Clause in Contracts

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the UnitsUnits and the Representative’s Shares, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000100,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Datepay, or reimburse if any, to the extent not paid 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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) all filing fees and communication expenses relating to the registration of the Shares with the Commission; (iiib) all COBRAdesk filing fees associated with the printing, engraving, issuance and delivery review of the Units, Offering by FINRA; all fees and expenses relating to the Ordinary Shares, Rights and Warrants included in listing of the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed Shares on the Nasdaq Global Market or such other a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purposeif applicable; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (xc) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees officers and executive officersdirectors in an amount not to exceed $5,000 per individual and $15,000 in the aggregate; and (xid) all other reasonable costs fees, expenses and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Datedisbursements, if any, relating to the registration or qualification of 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 expenses set forth above to be paid by the Company to the Representative and othersdisbursements of “blue sky” counsel, as it being agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If will be limited to: (i) if the Offering is not consummated for any reason whatsoevercommenced on either the Nasdaq Capital Market, except as a result of the Representative’s Nasdaq Global Market, Nasdaq Global Select Market or any Underwriter’s breach or default with respect to any of its obligations described in this Agreementthe NYSE Amex, then the Company shall reimburse will not be required to make any payment to such counsel or (ii) if the Offering is commenced on the Over the Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel at Closing); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative for its out-of-pocket accountable expenses actually incurred by may reasonably designate; (f) the Representativecosts, if applicable, of all mailing and printing of the underwriting documents (including, without limitation, its legal fees (less this Agreement, any amounts previously paidBlue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs and expenses of the Company’s public relations firm; (h) the costs of preparing, printing and delivering certificates representing the Shares; (i) fees and expenses of the transfer agent for the Ordinary Shares; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (k) 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 which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Representative may reasonably request; (m) the fees and expenses of the Company’s accountants; (n) the fees and expenses of the Company’s legal counsel and other agents and representatives; (o) the $20,000 cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (p) up to an aggregate amount $10,000 of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket actual accountable “road show” expenses are less than for the Offering. Except to the extent otherwise provided in this advanceSection 5 and in Section 9, the Representative Underwriters shall refund pay their own costs and expenses incurred in connection with the excess to transactions contemplated hereby, including the Companyfees and expenses of their counsel and any transfer taxes on the resale of any Stock by them.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Securities to be sold in the Offering (including the Option Shares) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA and all fees and expenses relating to the listing of such Closing Shares, Option Shares and the Representative’s Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) the Company’s legal costs of all mailing and accounting fees printing of the underwriting documents (including, without limitation, the Underwriting Agreement, and disbursementsany Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (iid) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) printing and delivering the Registration StatementSecurities; (e) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Preliminary Prospectus and final Prospectus contained therein and amendments theretoCompany); (f) stock transfer and/or stamp taxes, post-effective amendments and supplements theretoif any, this Agreement and related documents, including payable upon the cost transfer of all copies thereof and any amendments thereof or supplements thereto supplied securities from the Company to the Underwriters in quantities as may be required by the Underwriters; (iiig) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel expenses of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules)accountants; (ixh) all costs the fees and expenses associated with “road show” meetings (not to exceed $10,000)of the Company’s legal counsel and other agents and representatives; (xi) the Underwriters’ costs of mailing prospectuses to prospective investors; (j) all fees, expenses and disbursements relating to background checks of the Company’s directorsofficers and directors (not to exceed $5,000 per person); (k) the fees and expenses associated with the Underwriters’ use of i-Deal’s book-building, director nominees prospectus tracking and executive officerscompliance software (or other similar software) for the Offering; and (xil) all other reasonable costs and the Company’s actual “road show” expenses incident to for the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1Offering. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the all out-of-pocket fees, expenses and disbursements (including legal fees and expenses set forth above of counsel to the Underwriters) of the Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Representative and others, as agreed to by the Company in writingUnderwriters; provided, however, that all such fees costs and expenses deducted from described in this sentence, which are incurred by the net proceeds of the Offering payable to Underwriters and for which the Company shall be responsible shall not exceed $75,000 100,000 in the aggregate. If aggregate in the Offering is not consummated for any reason whatsoever, except as event of a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the UnitsUnits and the Representative’s Purchase Option, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000100,000. It is acknowledged that the Company has already advanced $25,000 40,000 toward the Underwriters’ legal fees and will pay an additional $50,000 35,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, and Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant transfer and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,00020,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 90,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,00090,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 65,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,00020,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

Expenses Related to the Offering. The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company hereby agrees to pay to the Representative, on each of the Closing Date and the each Option Closing Date, if any, to the extent not paid at the Closing Date, out of the proceeds of the Offering, reimbursement for the Representative’s actual expenses up to 0.5% of the gross proceeds of the Offering, which reimbursement shall account for all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (ia) the Company’s legal and accounting all filing fees and disbursements; (ii) communication expenses relating to the costs registration of preparing, printing, mailing the Securities to be sold in the Offering (including the payment Option Securities) with the Commission; (b) all COBRADesk filing fees associated with the review of postage with respect to such mailing) the Offering by FINRA; all fees and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied expenses relating to the Underwriters in quantities listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as may be required by the UnderwritersCompany and the Representative together determine; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (xc) all fees, expenses and disbursements relating to background checks of the Company’s directorsofficers and directors in an amount not to exceed $5,000 per individual; (d) the costs of all mailing and printing of the underwriting documents (including, director nominees without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and executive officersPower of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs and expenses of the public relations firm; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer agent for the Securities; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; (l) the Underwriters’ all of the Company’s actual “road show” expenses for the Offering; (m) the Underwriters’ costs of mailing prospectuses to prospective investors; and (xin) all other reasonable the costs associated with advertising the Offering in the national editions of the Wall Street Journal and expenses incident to New York Times after the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1Closing Date. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the fees and expenses set forth above herein to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.13.10.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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) the Company’s legal and accounting all filing fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied communication expenses relating to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification registration of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred to be sold in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRAthe SEC; (viib) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA, if applicable; all fees and disbursements expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the registrar Trading Market and transfer, warrant such other stock exchanges as the Company and rights agentthe Representative together determine; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,000); (xc) all fees, expenses and disbursements relating to background checks the registration or qualification of such Public 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 fees and expenses of Blue Sky or equivalent counsel); (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement and any Blue Sky Surveys), Registration Statements, Prospectuses, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs of preparing, printing and delivering the Public Securities; (f) fees and expenses of the Transfer Agent for the Public Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s directorsaccountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Representative’s legal counsel; (k) the costs associated with the Underwriters’ use of i-Deal’s book-building, director nominees prospectus tracking and executive officerscompliance software (or other similar software) for the Offering; (l) the costs associated with the Underwriters’ actual “road show” expenses for this offering; and (xij) all other reasonable the Underwriters’ costs of mailing prospectuses, including documents incorporated by reference therein, to prospective investors; provided, however, that, notwithstanding anything to the contrary in this Agreement, consistent with Section 1(A)(iii) of the Engagement Agreement, the Company shall not be obligated to reimburse the underwriters for any fees, costs or disbursements incurred thereby or on their behalf (including the fees and expenses incident to the performance described in clause (j) of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.14.6) in connection with this Agreement or the Offering in excess of $135,000. The Representative Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the each Option Closing Date, if any, the fees and expenses set forth above herein to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Shares and Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,00020,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000125,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 100,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.

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 Company’s legal and accounting fees and disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Ordinary Shares, Shares and Rights and Warrants included in the Units, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq Global Market or such other national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by Representative, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including Commission filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in registering the Offering with FINRA; (vii) fees and disbursements of the registrar and transfer, warrant and rights agent; (viii) the Company’s expenses associated with “due diligence” meetings (not to exceed $10,000) arranged by the Representative (none of which will be received or paid on behalf of an “underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show” meetings (not to exceed $10,00020,000); (x) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xi) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $75,000 100,000 in the aggregate. If the Offering is not consummated for any reason whatsoever, except as a result of the Representative’s or any Underwriter’s breach or default with respect to any of its obligations described in this Agreement, then the Company shall reimburse the Representative for its out-of-pocket accountable expenses actually incurred by the Representative, including, without limitation, its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000100,000. It is acknowledged that the Company has already advanced $25,000 toward the Underwriters’ legal fees and will pay an additional $50,000 75,000 of such counsel’s fees at the Closing. To the extent that the Representative’s out-of-pocket expenses are less than this advance, the Representative shall refund the excess to the Company.