Common use of Offering Expenses Clause in Contracts

Offering Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000); (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (e) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on The Nasdaq Capital Market; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel up to it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $25,00010,000); (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to Investors; (h) the fees and expenses of the Company’s accountants; (i) the up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) fees and expenses of the Company’s legal D▇▇▇▇▇’▇ counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel representatives not to exceed in the aggregate $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering150,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on the NYSE MKT; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel up to it being agreed that such fees and expenses of D▇▇▇▇▇’▇ counsel will be $25,000); (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to Investors; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses, diligence expenses for and legal fees of the OfferingPlacement Agent not to exceed in the aggregate $62,500. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement Agent, all costs, fees actual out of pocket costs and expenses incurred by the Company in connection with incident to the performance of its the obligations hereunder of the Company under this Agreement and in connection with the transactions contemplated hereby, including, including without limitation: , (ai) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering with the Commission; (bii) all actual Public Offering Filing System filing fees and up to $10,000 of the Placement Agent’s legal fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (ciii) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel in an amount up to $25,00015,000 not including any filing and registration fees); (div) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (ev) the costs of all mailing and printing of the placement agent documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Placement Agents, Selected Dealers’ Agreement, Placement Agent’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (fvi) the costs and expenses of a public relations firm; (vii) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gviii) fees and expenses of the transfer and warrant agent for the shares of Common Stock and WarrantsStock; (hix) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (x) the costs associated with computer diskettes or other digital compilations of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after such Closing in such quantities as the Placement Agent may reasonably request; (xi) the fees and expenses of the Company’s accountants; and (ixii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent counsel up “blue sky” counsel, which will be ▇▇▇▇▇▇’▇ counsel, it being agreed that such fees and expenses will be limited to $25,000); (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (fg) the costs of preparing, printing and delivering certificates representing the Securities; (gh) fees and expenses of the transfer agent for the Common Stock and warrant agent for the shares of Common Stock and Warrants; (hi) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (j) the fees and expenses of the Company’s accountants; (ik) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jl) the costs associated with a post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times not to exceed $2,500; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as ▇▇▇▇▇▇ may reasonably request not to exceed $2,500; (n) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to 125,000 in the Placement Agent, provided that any portion of the advance not utilized shall be returned)aggregate; and (ko) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the OfferingOffering not to exceed $12,500 in the aggregate. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company hereby agrees to pay on the Closing Date, all costs, fees and expenses incurred by the Company in connection with incident to the performance of its the obligations hereunder and in connection with of the transactions contemplated herebyCompany under this Agreement, including, without limitationbut not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System FINRA filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)relating to this Offering; (c) all actual fees and expenses relating to the listing of the Securities on the Nasdaq Stock Market; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent counsel up to $25,000“blue sky” counsel); (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent Agents may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to the Purchasers; (h) the fees and expenses of the Company’s accountants; and (i) the fees and expenses of the Company’s legal counsel and all other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel Agents, including, without limitation, the fees of Placement Agents’ counsel, such fees and expenses not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering100,000. The Placement Agent Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein (less any amounts previously advanced against such actual reimbursable expense) to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereofAgents.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a1) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b2) all actual FINRA Public Offering Filing System filing fees; (3) all fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Company’s common stock on the Nasdaq Stock Market or the NYSE American or on such other stock exchanges as the Company and Placement Agent together determine; (c4) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Placement Agent Agent’s counsel, it being agreed that such fees and expenses will be limited to: (a) the NYSE American or Nasdaq Stock Market, the Company will make a payment of $10,000 to such counsel up at Closing and (b) if the Offering is not conducted on a national securities exchange, the Company will make a payment of $25,000 to $25,000)such counsel at Closing; (d5) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (e6) the costs of all mailing and printing of the Registration Statements, Prospectuses placement agent documents and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryOffering documents; (f7) transfer and/or stamp taxes, if any, payable upon the costs transfer of preparing, printing and delivering certificates representing Securities from the SecuritiesCompany to D▇▇▇▇▇; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) 8) the fees and expenses of the Company’s accountants; (i9) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k10) up to $10,000 the to cover Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds ; and (11) up to $125,000 of the Offering payable to the Company on the Closing Date, the D▇▇▇▇▇’▇ legal and additional diligence expenses set forth herein to be paid not covered by the Company to the Placement Agent, provisions and terms of this Section 2.C.; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof; provided, that if the Offering does not result in the Company receiving at least $10,000,000 in gross proceeds, the cap on such expenses shall be $75,000.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (ai) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (bii) all actual FINRA Public Offering Filing System filing fees; (iii) all fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Company’s Common Stock on the Nasdaq Stock Market; (civ) all actual fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)designate; (dv) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate; (evi) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryOffering documents; (fvii) transfer and/or stamp taxes, if any, payable upon the costs transfer of preparing, printing and delivering certificates representing Securities from the SecuritiesCompany to Investors; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (hviii) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (kix) up to $10,000 if the Placement Agent’s actual accountable Offering closes, all of ▇▇▇▇▇▇’▇ out-of-pocket “road show” expenses, diligence expenses for and legal fees of ▇▇▇▇▇▇’▇ counsel not to exceed, in the aggregate, one percent (1.0%) of the gross proceeds of the Offering, net of any advance previously paid by the Company to ▇▇▇▇▇▇. Other than legal fees, the Placement Agent shall not incur any expenses in excess of $5,000, for which the Placement Agent expects to receive reimbursement, without the Company’s prior written consent. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration qualification of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority Authority, Inc. (“FINRA”)) Public Offering filing fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on the OTCQB, OTCQX, Nasdaq Stock Market, NYSE American, or other market; (d) all fees, expenses and disbursements disbursements, if any, relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent WestPark may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)designate; (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent WestPark may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to Investors; (h) the fees and expenses of the Company’s accountants; and (i) the background check expenses, “road show” expenses, diligence expenses and legal fees and expenses of the CompanyWestPark’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel counsel, not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion greater of 1.0% of the advance offering proceeds or $50,000. The Selling Agent shall not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable incur any “road show” expenses in excess of $1,000, and for which the OfferingSelling Agent expects to receive reimbursement, without the Company’s prior written consent. The Placement Selling Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Selling Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Selling Agent pursuant to the extent required by Section 5 hereof. The $50,000 retainer remitted to WestPark by the Company shall be applied against the out-of-pocket accountable expenses set forth above, which retainer shall be reimbursed to the Company to the extent such retainer is not actually utilized for out-of-pocket accountable expenses.

Offering Expenses. The Company hereby agrees to pay on the Closing Date all costsexpenses incident to the preparation of, fees and expenses incurred by performance of the obligations of, the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, under this Agreement including, without limitationbut not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities shares to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees, fees and expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws listing of such states shares on the Nasdaq and such other jurisdictions stock exchanges as the Company and the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)together determine; (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such states and foreign jurisdictions as the Placement Agent may reasonably designate, if applicable; (e) the costs of all mailing and printing of the offering documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; , (f) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesShares; (g) fees and expenses of the transfer and warrant agent Depositary for the shares of Common Stock and WarrantsShares; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (i) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (jk) the fees and expenses costs associated with post-Closing advertising of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to Offering in the national editions of the Wall Street Journal and New York Times except that that Company shall only reimburse the Placement Agent, provided that any portion Agent for the costs of this subsection (l) if the advance not utilized shall be returned)Company gives its prior written consent to such advertisements; and (km) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the OfferingOffering incurred by the Company. The Placement Agent may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that . Such expenses shall include reimbursement of up to $100,000 of the Placement Agent’s actual expenses including but not limited to (a) reasonable travel and out-of-pocket expense in connection with the event that the Offering is terminated, the Company agrees to reimburse Offering; (b) reasonable fees and expenses of legal counsel incurred by the Placement Agent in connection with the Offering; (c) the cost of due diligence meetings not exceeding $10,000 in the aggregate; and (d) preparation of printed documents for closing and deal mementos with costs not exceeding US$3,000. Any remaining costs and expenses of the Placement Agent shall be borne by the Placement Agent. The Placement Agent acknowledges that $70,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 5 hereof2.2.1.

Offering Expenses. The Company agrees to Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement Agent, all costs, fees actual out of pocket costs and expenses incurred by the Company in connection with incident to the performance of its the obligations hereunder of the Company under this Agreement and in connection with the transactions contemplated hereby, including, including without limitation: , (ai) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Offering with the Commission; (bii) all actual Public Offering Filing System filing fees and up to $10,000 of the Placement Agent’s legal fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (ciii) all actual fees, expenses and disbursements relating to background checks of the Company’s officers and directors in an amount not to exceed $2,500 per individual or $15,000 in the aggregate; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel in an amount up to $25,00015,000 not including any filing and registration fees); (dv) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (evi) the costs of all mailing and printing of the placement agent documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Placement Agents, Selected Dealers’ Agreement, Placement Agent’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (fvii) the costs and expenses of a public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gi) fees and expenses of the transfer and warrant agent for the shares of Common Stock and WarrantsStock; (hix) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (x) the costs associated with computer diskettes or other digital compilations of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after such Closing in such quantities as the Placement Agent may reasonably request; (xi) the fees and expenses of the Company’s accountants; and (ixii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereof.

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 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 Stock and Warrants, including transfer agent's and registrar's fees, (e) the qualification of the Units under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Representative relating thereto, (f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Units, (g) any listing fees for the quotation of the Common Stock and Warrants on the Nasdaq SmallCap Market or listing on the Pacific Stock Exchange (if applicable), (h) one-half the cost of placing "tombstone advertisements" in any publications which may be selected by the Representative (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representative), and (i) all other advertising that has been approved in advance by the Company relating to the offering of the Units (other than as shall have been specifically approved in writing by the Representative to be paid for by the Underwriters). In addition to the foregoing, the Company agrees to pay all coststo the Representative a non-accountable expense allowance of 3% of the gross amount to be raised from the sale of the Units hereunder, fees and expenses incurred payable at the Closing(s), of which $70,000 has already been paid by the Company in connection with this offering. If the performance sale of the Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 (other than Section 7.5) 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 obligations 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 transactions contemplated hereby, including, without limitation: (a) all filing fees proposed purchase and communication expenses relating to the registration sale of the Securities Units. The Company shall in no event be liable to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review any of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000); (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (e) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer and warrant agent Underwriters for the shares loss of Common Stock and Warrants; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct anticipated profits from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid transactions covered by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereofthis Agreement.

Offering Expenses. The Company agrees to Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or reimburse if paid by the Placement Agent, all costs, fees actual reasonable out of pocket costs and expenses incurred by the Company in connection with incident to the performance of its the obligations hereunder of the Company under this Agreement and in connection with the transactions contemplated hereby, including, including without limitation: , (ai) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (bii) all actual Public Offering Filing System filing fees and Placement Agent’s legal fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (ciii) all actual fees, expenses and disbursements relating to the registration or qualification of the such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel up to $25,000not including any filing and registration fees); (div) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the such Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (ev) the costs of all mailing mailing, printing and printing distribution of the placement agent documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Placement Agents, Selected Dealers’ Agreement, Placement Agent’s Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (fvi) the costs and expenses of a public relations firm; (vii) the costs of preparing, printing and delivering certificates representing the Securities; (gviii) fees and expenses of the transfer and warrant agent for the shares of Common Stock and WarrantsStock; (hix) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (x) the costs associated with computer diskettes or other digital compilations of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after such Closing in such quantities as the Placement Agent may reasonably request; (xi) the fees and expenses of the Company’s accountants; (ixii) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jxiii) the fees cost of listing the Securities on any exchange or automated quotation system on which the Company’s Common Stock is then traded or quoted, as the case may be (xiv) fees, disbursements and expenses other charges of the Placement Agent’s legal counsel and other advisors if such counsel or advisory services, as the case may be, have been approved by the Company, which such approval shall not to exceed $85,000 be unreasonably withheld; (less any amounts advanced to xv) all travel expenses of the Placement AgentAgent incurred in connection with the transactions contemplated by this Agreement; and (xvii) any other expenses incurred by the Placement Agent in connection with the Offering or any other transaction contemplated by this Agreement, provided that any portion expense in an individual amount of in excess of $5,000 shall have been pre-approved by the advance Company, which such approval shall not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offeringhave been unreasonably withheld. The Placement Agent may deduct from acknowledges that the net proceeds of the Offering payable Company has paid a non-refundable fee equal to $10,000 prior to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 date hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a1) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b2) all actual FINRA Public Offering Filing System filing fees; (3) all fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Company’s common stock on the Nasdaq Stock Market or the NYSE MKT or on such other stock exchanges as the Company and Placement Agent together determine; (c4) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Placement Agent Agent’s counsel, it being agreed that such fees and expenses will be limited to: (a) the NYSE MKT or Nasdaq Stock Market, the Company will make a payment of $10,000 to such counsel up at Closing and (b) if the Offering is not conducted on a national securities exchange, the Company will make a payment of $25,000 to $25,000)such counsel at Closing; (d5) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (e6) the costs of all mailing and printing of the Registration Statements, Prospectuses placement agent documents and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryOffering documents; (f7) transfer and/or stamp taxes, if any, payable upon the costs transfer of preparing, printing and delivering certificates representing Securities from the SecuritiesCompany to D▇▇▇▇▇; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) 8) the fees and expenses of the Company’s accountants; (i9) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k10) up to $10,000 the to cover Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds ; and (11) up to $125,000 of the Offering payable to the Company on the Closing Date, the D▇▇▇▇▇’▇ legal and additional diligence expenses set forth herein to be paid not covered by the Company to the Placement Agent, provisions and terms of this Section 2.C.; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on the Nasdaq Capital Market; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Agents may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)if applicable; (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent Agents may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to Investors; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the due diligence fees and legal expenses of the Placement AgentAgents not to exceed a total of $275,000 (less amounts previously advanced); (k) the fees and expenses relating to background checks of the Company’s legal counsel officers and directors; (l) the costs associated with the bound volumes of the Offering materials as well as commemorative mementos not to exceed $85,000 2,500; (less any amounts advanced to m) the Placement Agent, provided that any portion costs associated with the use of Ipreo’s book building software for the advance not utilized shall be returned)Offering; and (kn) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offeringin an amount not to exceed $40,000. The Placement Agent Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement AgentAgents, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent Agents pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on the national stock exchange on which it is listed; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel up it being agreed that such fees and expenses of such counsel for such “blue sky” work shall not to exceed in the aggregate $25,00010,000); (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Investors; and warrant agent for the shares of Common Stock and Warrants; (h) the fees and expenses of the Company’s accountants; and (i) the “road show” expenses, diligence expenses and legal fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal D▇▇▇▇▇’▇ counsel not to exceed in the aggregate $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering50,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof. Notwithstanding the foregoing, no expenses by D▇▇▇▇▇ shall qualify for reimbursement by the Company unless D▇▇▇▇▇ receives prior written approval from the Company’s CFO before such expenditures are incurred by D▇▇▇▇▇.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a1) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b2) all actual FINRA Public Offering Filing System filing fees; (3) all fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority additional shares of the Company’s common stock (the “FINRACommon Stock”) on the Nasdaq Stock Market issuable upon conversion of the Preferred Stock (as defined below); (c4) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be the Placement Agent Agent’s counsel), it being agreed that such fees and expenses will be limited to: (a) if the Offering is conducted on the Nasdaq Stock Market, the Company will make a payment of $10,000 to such counsel up at Closing; and (b) if the Offering is not conducted on a national securities exchange, the Company will make a payment of $25,000 to $25,000)such counsel at Closing; (d5) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as ▇▇▇▇▇▇ and the Placement Agent Company may reasonably designateboth agree upon; (e6) the costs of all mailing and printing of the Registration Statements, Prospectuses placement agent documents and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessaryOffering documents; (f7) transfer and/or stamp taxes, if any, payable upon the costs transfer of preparing, printing and delivering certificates representing Securities from the SecuritiesCompany to the Investors; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) 8) the fees and expenses of the Company’s accountants; (i9) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k10) up to $10,000 the Placement Agent’s actual accountable 100,000 of ▇▇▇▇▇▇’▇ “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the and ▇▇▇▇▇▇’▇ legal and additional diligence expenses set forth herein to be paid not covered by the Company to the Placement Agent, provisions and terms of this Section 2.C.; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereofhereof but in no amount in excess of $25,000.

Offering Expenses. The Company agrees to will be responsible for and will pay all costsexpenses relating to the Offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Shares on the NASDAQ Stock Market; (d) the costs of all mailing and printing of the Offering documents; (e) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (f) the fees and expenses of the Company’s accountants, and (g) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (aqualification or registration of) all filing fees and communication expenses relating to the registration or any part of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees, expenses for offer and disbursements relating to the registration or qualification of the Securities sale under the “state securities or blue sky” securities sky laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000); (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (e) the costs of all mailing and printing of the Registration Statementsany other country, Prospectuses and all amendmentsand, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to if requested by the Placement Agent, provided that preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any portion supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions. The Company agrees to reimburse the advance not utilized shall be returned); and (k) Placement Agent for all travel, due diligence or related expenses, up to $10,000 20,000 in the aggregate, the reimbursement shall be paid according to the actual expenses incurred with related ▇▇▇▇▇▇▇▇ and invoices. In addition, the Company shall reimburse the Placement Agent’s actual accountable “road show” expenses Agent for the Offeringits legal expense in an amount up to $30,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to pay all costsbe paid the following, fees whether or not the Offering is consummated: (i) the fees, disbursements and expenses incurred by of the Company Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any Permitted Free Writing Prospectus, and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or state securities law surveys; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by FINRA of the terms of the sale of the Securities; (v) subject to Section 7 hereof, all fees and disbursements of counsel for the Underwriters in connection with the Offering up to $75,000 in the aggregate, (vi) and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (vii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the transactions contemplated hereby, including, without limitation: (a) all filing fees and communication expenses relating to the registration reforming of any contracts for sale of the Securities to be sold in made by the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review Underwriters caused by a breach of the Offering by Financial Industry Regulatory Authority (“FINRA”); (crepresentation contained in Section 1(b) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000); (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may reasonably designate; (e) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offeringhereof. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, providedIt is understood, however, that that, except as provided in the event that the Offering is terminatedthis Section 4 and Sections 6 and 7 hereof, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereofUnderwriters will pay all of their own costs and expenses.

Offering Expenses. Concurrently with or as soon as practicable after the filing of the Registration Statement with the Commission, the Company will make all necessary state “blue sky” securities law filings with respect to the Shares to be sold in the Public Offering (including the Over-allotment Shares). The Company agrees and ▇▇▇▇▇▇ ▇▇▇▇▇▇ will cooperate in obtaining the necessary approvals and qualifications in such states as ▇▇▇▇▇▇ ▇▇▇▇▇▇ deems necessary and/or desirable. It is agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ counsel will act as the Company’s “blue sky” counsel with respect to this Public Offering. The Company will be responsible for and pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyPublic Offering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities Shares to be sold in the Public Offering (including the Over-allotment Shares) with the Commission; (b) all actual Public Offering Filing System filing fees associated with the review of the Public Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees and expenses relating to the listing of such Shares on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE or the NYSE MKT and on such other stock exchanges as the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers, directors and entities in an amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification of the Securities such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel, it being agreed that such fees and expenses will be limited to: (i) if the Public Offering is commenced on either The Nasdaq Global Market, The Nasdaq Global Select Market or the NYSE, the Company will make a payment of $5,000 to such counsel up at Closing or (ii) if the Offering is commenced on The Nasdaq Capital Market, the NYSE MKT or on the Over the Counter Bulletin Board, the Company will make a payment of $15,000 to such counsel upon the commencement of “blue sky” work by such counsel and an additional $25,0005,000 at Closing); (df) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such foreign jurisdictions as the Placement Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably designate; (eg) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably deem necessary; (fh) the costs and expenses of the public relations firm referred to in Paragraph 11(h) hereof; (i) the costs of preparing, printing and delivering certificates representing the SecuritiesShares; (gj) fees and expenses of the transfer and warrant agent for the shares of Common Stock and WarrantsStock; (hk) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to ▇▇▇▇▇▇ ▇▇▇▇▇▇; (l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (m) the fees and expenses of the Company’s accountants; (in) the fees and expenses of the Company’s legal counsel and other agents and representatives; (jo) the fees and expenses of the Placement AgentUnderwriter’s legal counsel not to exceed $85,000 *; (less any amounts advanced to p) the Placement Agent$* cost associated with the use of Ipreo’s book building, provided that any portion of prospectus tracking and compliance software for the advance not utilized shall be returned)Offering; and (kr) up to $10,000 the Placement Agent’s * of ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ actual accountable “road show” expenses for the Public Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual FINRA Public Offering Filing System filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”)fees; (c) all actual fees and expenses relating to the listing of the Company’s common stock on the Nasdaq Capital Market; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent Agents may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)if applicable; (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent Agents may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses of transfer and/or stamp taxes, if any, payable upon the transfer and warrant agent for of Securities from the shares of Common Stock and WarrantsCompany to Investors; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the due diligence fees and legal expenses of the Placement AgentAgents not to exceed a total of $275,000 (less amounts previously advanced); (k) the fees and expenses relating to background checks of the Company’s legal counsel officers and directors; (l) the costs associated with the bound volumes of the Offering materials as well as commemorative mementos not to exceed $85,000 2,500; (less any amounts advanced to m) the Placement Agent, provided that any portion costs associated with the use of Ipreo’s book building software for the advance not utilized shall be returned)Offering; and (kn) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offeringin an amount not to exceed $40,000. The Placement Agent Agents may deduct from the net proceeds of the Offering payable to the Company on the initial Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement AgentAgents, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent Agents pursuant to Section 5 hereof.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all filing fees and communication expenses relating to the registration of the resale of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Shares on the NASDAQ Stock Market or on such other stock exchanges as the Company and D▇▇▇▇▇ together determine; (c) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent counsel up to $25,000)the Company’s “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel; (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent D▇▇▇▇▇ may reasonably designate; (e) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessarySubscription Documents; (f) the costs of preparing, all mailing and printing and delivering certificates representing of the SecuritiesSubscription Documents; (g) fees and expenses the costs associated with bound volumes of the transfer offering materials as well as commemorative mementos and warrant agent for lucite tombstones, wach of which the shares of Common Stock and WarrantsCompany or its designee will provide within a reasonable time after Closing in such quantities as D▇▇▇▇▇ may reasonably request; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) D▇▇▇▇▇’▇ legal and additional diligence expenses (collectively, “Expenses”). Notwithstanding the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminatedforegoing, the Company agrees to reimburse shall not be resposible for Expenses that, in the Placement Agent pursuant to Section 5 hereofaggregate across all tranches, exceed $100,000. The Company shall pay the Expenses as follows: $40,000 at the Closing of the first tranche of the Offering; $40,000 at the Closing of the second tranche of the Offering, and $20,000 at the Closing of the third tranche of the Offering.

Offering Expenses. The Company agrees to will be responsible for and will pay all costs, fees and expenses incurred by relating to the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyOffering, including, without limitation: , (a) all FINRA Public Offering filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commissionfees; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Company's common stock on the national stock exchange on which it is listed; (c) all actual fees, expenses and disbursements relating to the registration or qualification of the Securities under the “"blue sky” " securities laws of such states and other jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent counsel up to "blue sky" counsel, which will be ▇▇▇▇▇▇'▇ counsel, it being agreed that such fees and expenses will be capped at $25,000); (dc) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate; (ed) the costs of all mailing and printing of the Registration StatementsOffering documents; (e) transfer and/or stamp taxes, Prospectuses and all amendmentsif any, supplements and exhibits thereto and as many preliminary and final Prospectuses as payable upon the Placement Agent may reasonably deem necessarytransfer of Securities from the Company to ▇▇▇▇▇▇; (f) the costs of preparing, printing and delivering certificates representing the Securities; (g) fees and expenses of the transfer and warrant agent for the shares of Common Stock and Warrants; (h) the fees and expenses of the Company’s 's accountants; and (ig) the "road show" expenses, diligence expenses and legal fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the fees and expenses of the Placement Agent’s legal ▇▇▇▇▇▇'▇ counsel not to exceed in the aggregate $85,000 (50,000 if the gross proceeds from the Offering are less any amounts advanced to than $5.0 million or $75,000 if the Placement Agent, provided that any portion gross proceeds of the advance Offering exceed $5.0 million. Notwithstanding the above, in the event the Offering is not utilized shall completed and this Agreement is terminated by the Company, the maximum diligence and legal fee payable will be returned); and (k) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the Offering25,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to the extent required by Section 5 hereof.

Offering Expenses. The Company hereby agrees to pay on the Closing Date all costsexpenses incident to the preparation of, fees and expenses incurred by performance of the obligations of, the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, under this Agreement including, without limitationbut not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities shares to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System COBRADesk filing fees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all actual fees, fees and expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws listing of such states shares on the Nasdaq and such other jurisdictions stock exchanges as the Company and the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and fees of Placement Agent counsel up to $25,000)together determine; (d) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities such Shares under the securities laws of such states and foreign jurisdictions as the Placement Agent may reasonably designate, if applicable; (e) the costs of all mailing and printing of the offering documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; , (f) the costs of preparing, authenticating, issuing, printing and delivering certificates representing the SecuritiesShares; (g) fees and expenses of the transfer and warrant agent Depositary for the shares of Common Stock and WarrantsShares; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (i) the fees and expenses of the Company’s accountants; (ij) the fees and expenses of the Company’s legal counsel and other agents and representativesagents; (jk) the fees and expenses costs associated with post-Closing advertising of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to Offering in the national editions of the Wall Street Journal and New York Times except that that Company shall only reimburse the Placement Agent, provided that any portion Agent for the costs of this subsection (l) if the advance not utilized shall be returned)Company gives its prior written consent to such advertisements; and (km) up to $10,000 the Placement Agent’s actual accountable “road show” expenses for the OfferingOffering incurred by the Company. The Placement Agent may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, Date the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that . Such expenses shall include reimbursement of up to $150,000 of the Placement Agent’s actual expenses including but not limited to (a) reasonable travel and out-of-pocket expense in connection with the event that the Offering is terminated, the Company agrees to reimburse Offering; and (b) reasonable fees and expenses of legal counsel incurred by the Placement Agent in connection with the Offering. Any remaining costs and expenses of the Placement Agent shall be borne by the Placement Agent. The Placement Agent acknowledges that $75,000 of this allowance has been paid by the Company and shall be deducted from the accountable expense allowance payable pursuant to this Section 5 hereof2.2.1.

Offering Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission; (b) all actual Public Offering Filing System filing fees associated with and expenses relating to the review listing of the Offering by Financial Industry Regulatory Authority (“FINRA”)Company’s common stock on the Nasdaq Stock Market or the NYSE MKT or on such other stock exchanges as the Company and ▇▇▇▇▇▇ together determine; (c) all actual fees, expenses and disbursements relating to the registration or qualification background checks of the Securities Company’s officers and directors; (d) all fees, expenses and disbursements required under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Placement Agent “blue sky” counsel, which will be performed by ▇▇▇▇▇▇’▇ counsel up to it being agreed that such fees and expenses of such counsel for such “blue sky” work will not exceed $25,000)15,000; (de) all actual fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent ▇▇▇▇▇▇ may reasonably designate; (ef) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (f) the costs of preparing, printing and delivering certificates representing the SecuritiesOffering documents; (g) fees and expenses the costs associated with bound volumes of the transfer offering materials as well as commemorative mementos and warrant agent for lucite tombstones, each of which the shares of Common Stock and WarrantsCompany or its designee will provide within a reasonable time after the Closing in such quantities as ▇▇▇▇▇▇ may reasonably request; (h) the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed $85,000 (less any amounts advanced to the Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to an aggregate of $10,000 the Placement Agent’s actual accountable “road show” 40,000 of ▇▇▇▇▇▇’▇ legal and additional diligence expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, the expenses set forth herein to be paid not covered by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent pursuant to provisions and terms of this Section 5 hereof.2.B.