Common use of Offering Expenses Clause in Contracts

Offering Expenses. The Company will pay upon demand all costs and expenses incident to the performance of the Company's obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof, including all costs and expenses incident to (a) the printing or other production of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares (other than as shall have been specifically approved in writing by the Representatives to be paid for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 has already been paid by the Company in connection with this offering. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.6) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including counsel fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Shares. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.

Offering Expenses. The Company will pay upon demand 5.1. Microdel undertakes to assume all costs and expenses incident to the performance of the Company's obligations under this AgreementOffering expenses, whether or not without exceptions. Notwithstanding the transactions contemplated herein above, following the Success of the Offering the Company shall assume the expenses that are consummated or this Agreement is terminated pursuant to Section 11 hereofconditioned upon the Success of the Offering, as understood below. 5.2. Since, when calculating the number of Unconditional Shares, all of the Offering expenses were taken into account, including all costs expenses for consultants, attorneys, accountants, underwriters and other entities involved in the Offering process (and including expenses incident to (a) the printing or other production of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, (h) the entire cost of one "tombstone advertisement" not in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) all other advertising that has been approved in advance by the Company relating to cash but through the offering of additional shares to entities involved in the Shares (other than as Offering process and including costs for personnel the Company shall have been specifically approved hire or did hire for its current activity until the date of Offering in writing by the Representatives to be paid for by the Underwritersamount of USD 150,000), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives a non-accountable expense allowance of 3% of the gross amount to then these expenses shall be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 has already been paid by the Company provided that Microdel made sure that these monies were deposited, before assuming any undertaking towards these service providers, in connection with a special account to be opened by the Company for this offeringpurpose and which shall be entirely dedicated to making these payments and for the purpose of continuing to finance the Company’s activities as specified in section 8 below (hereinafter, “the Special Account”). It is hereby clarified that the Company shall not assume the Offering expenses in amounts that exceed those deposited for this purpose in the Special Account; and in any case where the Company shall assume any undertaking towards a third party at Microdel’s request, then Microdel shall indemnify the Company pursuant to any sum the Company shall be required to pay by virtue of this undertaking beyond the sums held in the Special Account. 5.3. It is hereby agreed by the Parties that payment of the Offering expenses as described in section 5.1 above shall be executed only from different monies received from private investors and/or from Microdel prior to the Offering (provided that the sums received from private investors [as defined below] and from Microdel prior to the Offering shall be deposited into the Special Account). If the sale monies from the private investors are insufficient to pay the said expenses, Microdel shall assume the expenses without the Company being required to reimburse these amounts, whether the Offering takes place or not for any reason whatsoever, and without these expenses being considered as Microdel’s investment in the Company and without Microdel being entitled to receive pursuant thereto holdings in the Company and/or rights and/or benefits of any kind. Regardless of the Shares above – if, following payment of the Offering expenses and any other payment that Microdel has undertaken to pay according to this contact, there remain any monies in the Special Account after the Offering and following payment of all the payments involved in the Offering procedure and provided for herein is not consummated because any condition that the Offering was successful – these monies shall revert to Microdel. 5.4. Since certain expenses pursuant to the obligations Offering must be paid from the Company’s account and against the Company’s undertaking to pay them (for example, the American attorney Microdel selected to lead the offering process, payment of fees related to the Offering, and so on), and therefore the number of Unconditional Shares was reduced accordingly as if Microdel had assumed these expenses (up to the sum of USD 150,000) – it is hereby agreed that the Company shall undertake to make these payments only on condition that the undertaking monies are deposited beforehand by Microdel or by the private investors, as defined below, in the Special Account. Up until the Final Date, Microdel’s representative shall have the right to sign on the Special Account together with the Company’s authorized signatories (as a second signature). Following the determining date this signatory right shall become void and in the event of the Underwriters set forth Failure of the Offering the Company shall be entitled to use the monies in Section 7 (other than Section 7.6) hereof is not satisfiedthe Special Account for its own purposes, because this Agreement is terminated as it shall see fit, unless the provisions as stated in section 13.1 and/or 13.2 shall apply. Should the Offering be successful and all debts to third parties pursuant to Section 11 hereof or because of any failurethe Offering process are paid, refusal or inability on the part balance of the Company monies in the Special Account shall revert to perform all obligations and satisfy all conditions Microdel, as stated in section 5.3 above. 5.5. Since it might become necessary to open an account in the USA on its part to be performed or satisfied hereunder other than by reason of a default by any behalf of the UnderwritersOffered Company for the purpose of the Offering and to receive the Offering monies, should the opening of such an account be required the account shall be opened such that the signature rights therein shall be the same as those of the Special Account, as specified in section 5.4 above. Should the Offering be successful the signature rights to the said account shall be changed such that they shall be similar to the signature rights as determined by the Offered Company. 5.6. In the event the Company undertakes, at Microdel’s request, contractual obligations for payments connected with the Offering (and shall do so only provided the undertaking monies are deposited beforehand by Microdel in the Special Account), and should these undertakings exceed the sums that were planned between the parties and which served as a basis for calculating the number of Unconditional Shares (or if the monies in the Special Account shall be insufficient to pay these undertakings), then Microdel undertakes to pay the Company any amount the Company will reimburse be required to pay as stated, immediately upon the Underwriters severally upon demand for all out-of-pocket expenses (including counsel fees Company’s request, unless the Offering is successful, and disbursements) up to a sum that shall have been reasonably incurred by them in connection with the proposed purchase and sale not exceed USD 80,000 to be paid, out of monies received as a result of the Shares. The Company shall in no event be liable Offering, to any various service providers the payment of which is contingent upon the Success of the Underwriters for Offering and which shall be paid by the loss Company out of anticipated profits the Offering monies and not from the transactions covered monies in the Special Account; in the event of the Success of the Offering (hereinafter, “Participation Sum Contingent Upon the Success of the Offering”). For this purpose, the “Success of the Offering” shall have the meaning ascribed in section 3.2.3 above. It is clarified that the Participation Sum Contingent Upon the Success of the Offering shall be paid by this Agreementthe Company only if the Offering is successful, and not under any other circumstances.

Offering Expenses. Except as set forth in the next sentence, all Offering Expenses will be borne by the Company upon the request of the Investors’ Representative. The Company will shall not be obligated to pay the Offering Expenses in respect of any Demand Offering if the Company shall have paid, upon demand all costs the request of the Investors’ Representative, the Offering Expenses in connection with one Demand Offering during the 12-month period immediately prior to such offering, in which case such Offering Expenses shall instead be borne by the participating Investors pro rata based on securities sold (or, if other holders of Company securities participate in such offering, pro rata among the participating Investors and such other holders based on securities sold), and the Company shall be promptly reimbursed (by wire transfer) by the Investors for their portion of such out-of-pocket Offering Expenses incurred by the Company upon the submission of invoices for such expenses incident by the Company to the performance of the Company's obligations under this AgreementInvestors; provided, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereofhowever, including all costs and expenses incident to that (a) the printing or other production if any such offering is reasonably likely to be completed outside of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreementsuch 12-month period, the Agreement Among UnderwritersCompany’s obligations hereunder to pay the associated Offering Expenses shall continue, but the Selected Dealer Agreement, Company shall not in any event become obligated to pay the Offering Expenses associated with such offering unless it is completed after the expiration of such 12-month period and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares (other than as shall have been specifically approved in writing by the Representatives to not be paid so reimbursed for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 has already been paid by the Company in connection with this offering. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.6) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses incurred to prepare and file any Registration Statement pursuant to Section 3.01(a) or any amendment thereto necessary to maintain the effectiveness of such Registration Statement; provided, further, that, notwithstanding anything to the contrary set forth herein, the Company shall always bear the Company’s internal expenses (including counsel all salaries and expenses of its officers and employees performing legal or accounting duties). Notwithstanding anything to the contrary in this Agreement, the Investors will bear and pay any underwriting discounts and commissions applicable to Registrable Securities offered for their accounts, transfer taxes and fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale expenses of the Shares. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementInvestors’ counsel.

Offering Expenses. The Company will pay upon demand all costs and expenses incident to the performance of the Company's obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof, including all costs and expenses incident to (a) the printing or other production of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares Units and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common StockStock and Warrants, including transfer agent's and registrar's fees, (e) the qualification of the Shares Units under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives Representative relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the SharesUnits, (g) any listing fees for the quotation of the Common Stock and Warrants on the Nasdaq SmallCap MarketMarket or listing on the Pacific Stock Exchange (if applicable), (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives Representative (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the RepresentativesRepresentative), and (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares Units (other than as shall have been specifically approved in writing by the Representatives Representative to be paid for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives Representative a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares Units hereunder, payable at the Closing(s), of which $50,000 70,000 has already been paid by the Company in connection with this offering. If the sale of the Shares Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.67.5) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including counsel fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the SharesUnits. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.

Offering Expenses. Except as set forth in the next sentence, all Offering Expenses will be borne by the Company upon the request of the CB Investors’ Representative. The Company will shall not be obligated to pay the Offering Expenses in respect of any Demand Offering if the Company shall have paid, upon demand all costs the request of the CB Investors’ Representative, the Offering Expenses in connection with one Demand Offering during the 12-month period immediately prior to such offering, in which case such Offering Expenses shall instead be borne by the participating Investors pro rata based on securities sold (or, if other holders of Company securities participate in such offering, pro rata among the participating Investors and such other holders based on securities sold), and the Company shall be promptly reimbursed (by wire transfer) by the Investors for their portion of such out-of-pocket Offering Expenses incurred by the Company upon the submission of invoices for such expenses incident by the Company to the performance of the Company's obligations under this AgreementInvestors; provided, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereofhowever, including all costs and expenses incident to that (a) the printing or other production if any such offering is reasonably likely to be completed outside of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreementsuch 12-month period, the Agreement Among UnderwritersCompany’s obligations hereunder to pay the associated Offering Expenses shall continue, but the Selected Dealer Agreement, Company shall not in any event become obligated to pay the Offering Expenses associated with such offering unless it is completed after the expiration of such 12-month period and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares (other than as shall have been specifically approved in writing by the Representatives to not be paid so reimbursed for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 has already been paid by the Company in connection with this offering. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.6) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses incurred to prepare and file any Registration Statement pursuant to Section 2.01(a) or any amendment thereto necessary to maintain the effectiveness of such Registration Statement; provided, further, that, notwithstanding anything to the contrary set forth herein, the Company shall always bear the Company’s internal expenses (including counsel all salaries and expenses of its officers and employees performing legal or accounting duties). Notwithstanding anything to the contrary in this Agreement, the CB Investors will bear and pay any underwriting discounts and commissions applicable to Registrable Securities offered for their accounts, transfer taxes and fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale expenses of the Shares. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementCB Investors’ counsel.

Offering Expenses. The Company will pay upon demand all costs and expenses incident to the performance of the Company's obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof, including all costs and expenses incident to (a) the printing or other production of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives Representative relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap MarketMarket or listing on the Pacific Stock Exchange (if applicable), (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives Representative (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the RepresentativesRepresentative), and (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares (other than as shall have been specifically approved in writing by the Representatives Representative to be paid for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives Representative a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 25,000 has already been paid by the Company in connection with this offering. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.67.5) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including counsel fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Shares, excluding any costs in excess of $35,000. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.

Offering Expenses. Except as set forth in the next sentence, all Offering Expenses will be borne by the Company upon the request of the Investor Representatives. The Company will shall not be obligated to pay the Offering Expenses in respect of any Demand Offering if the Company shall have paid, upon demand all costs the request of the Investor Representatives, the Offering Expenses in connection with one Demand Offering during the 12-month period immediately prior to such offering, in which case such Offering Expenses shall instead be borne by the participating Investors pro rata based on securities sold (or, if other holders of Company securities participate in such offering, pro rata among the participating Investors and such other holders based on securities sold), and the Company shall be promptly reimbursed (by wire transfer) by the Investors for their portion of such out-of-pocket Offering Expenses incurred by the Company upon the submission of invoices for such expenses incident by the Company to the performance of the Company's obligations under this AgreementInvestors; provided, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereofhowever, including all costs and expenses incident to that (a) the printing or other production if any such offering is reasonably likely to be completed outside of documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Shares and any amendment thereto, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreementsuch 12-month period, the Agreement Among UnderwritersCompany’s obligations hereunder to pay the associated Offering Expenses shall continue, but the Selected Dealer Agreement, Company shall not in any event become obligated to pay the Offering Expenses associated with such offering unless it is completed after the expiration of such 12-month period and any blue sky memoranda, (b) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) the qualification of the Shares under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representatives relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) any listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, (h) the entire cost of one "tombstone advertisement" in a national business newspaper and one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) all other advertising that has been approved in advance by the Company relating to the offering of the Shares (other than as shall have been specifically approved in writing by the Representatives to not be paid so reimbursed for by the Underwriters), and (j) road shows conducted by the Company. In addition to the foregoing, the Company agrees to pay to the Representatives a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Shares hereunder, payable at the Closing(s), of which $50,000 has already been paid by the Company in connection with this offering. If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.6) hereof is not satisfied, because this Agreement is terminated pursuant to Section 11 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses incurred to prepare and file any Registration Statement pursuant to Section 6.01(a) or any amendment thereto necessary to maintain the effectiveness of such Registration Statement; provided, further, that, notwithstanding anything to the contrary set forth herein, the Company shall always bear the Company’s internal expenses (including counsel all salaries and expenses of its officers and employees performing legal or accounting duties). Notwithstanding anything to the contrary in this Agreement, the Investors will bear and pay any underwriting discounts and commissions applicable to Registrable Securities offered for their accounts, transfer taxes and fees and disbursements) that shall have been reasonably incurred by them in connection with the proposed purchase and sale expenses of the Shares. The Company shall in no event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementInvestors’ counsel.