Common use of Offering Expenses Clause in Contracts

Offering Expenses. The Company will be responsible for and will pay all expenses 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 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountants; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in the aggregate $150,000. 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will agrees to pay all costs, fees and expenses relating to incurred by the OfferingCompany 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 FINRA actual Public Offering Filing System filing feesfees associated with the review of the Offering by Financial Industry Regulatory Authority (“FINRA”); (c) all fees and expenses relating to the listing of the Company’s common stock on The Nasdaq Capital Market; (d) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ Placement Agent counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be up to $10,00025,000); (ed) 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 D▇▇▇▇▇ the Placement Agent may reasonably designate; (fe) the costs of all mailing and printing of the Offering documentsRegistration 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) transfer and/or stamp taxes, if any, payable upon fees and expenses of the transfer and warrant agent for the shares of Securities from the Company to InvestorsCommon Stock and Warrants; (h) the fees and expenses of the Company’s accountants; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives representatives; (j) the fees and expenses of the Placement Agent’s legal counsel not to exceed in $85,000 (less any amounts advanced to the aggregate Placement Agent, provided that any portion of the advance not utilized shall be returned); and (k) up to $150,00010,000 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 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 will be responsible for and will pay all expenses relating to the Offering, 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 FINRA actual Public Offering Filing System filing feesfees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Company’s common stock Common Stock on The Nasdaq Capital Marketthe 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 D▇▇▇▇▇ 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 D▇▇▇▇▇▇’▇ counsel counsel, it being agreed that such fees and expenses of such counsel for such “blue sky” work will be limited to $10,00025,000); (e) 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 D▇▇▇▇▇ the Placement Agent may reasonably designate; (f) the costs of all mailing and printing of the Offering documentsRegistration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Securities; (h) fees and expenses of the transfer agent for the Common Stock and warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hj) the fees and expenses of the Company’s accountants; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of Dthe Company’s legal counsel and other agents and representatives; (l) 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 ▇▇▇▇▇’▇ counsel and other agents and representatives may reasonably request not to exceed $2,500; (n) the fees and expenses of the Placement Agent’s legal counsel not to exceed $125,000 in the aggregate aggregate; and (o) the Placement Agent’s actual “road show” expenses for the Offering not to exceed $150,00012,500 in the aggregate. 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (ai) all filing fees and expenses relating to the registration of the Securities with the Commission; (bii) all FINRA Public Offering filing fees; (ciii) all fees and expenses relating to the listing of the Company’s common stock Common Stock on The the Nasdaq Capital Stock Market; (div) 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 D▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)designate; (ev) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇▇ may reasonably designate; (fvi) the costs of all mailing and printing of the Offering documents; (gvii) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (hviii) the fees and expenses of the Company’s accountants; and (iix) up to $5,000 if the Offering closes, all of ▇▇▇▇▇▇’▇ out-of-pocket “road show” expenses, (j) diligence expenses, expenses and (k) legal fees and expenses of D▇▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed exceed, in the aggregate 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 $150,0005,000, 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 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will hereby agrees to pay on the Closing Date all expenses relating incident to the Offeringpreparation of, and performance of the obligations of, the Company under this Agreement including, without limitation, but not limited to: (a) all filing fees and expenses relating to the registration of the Securities shares to be sold in the Offering with the Commission; (b) all FINRA Public COBRADesk filing fees associated with the review of the Offering filing feesby FINRA; (c) all fees and expenses relating to the listing of such shares on the Company’s common Nasdaq and such other stock on The Nasdaq Capital Marketexchanges as the Company and the Placement Agent together determine; (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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all 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 D▇▇▇▇▇ the Placement Agent may reasonably designate, if applicable; (fe) the costs of all mailing and printing of the Offering 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 Shares; (g) fees and expenses of the Depositary for the Shares; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hi) the fees and expenses of the Company’s accountants; (ij) up the fees and expenses of the Company’s legal counsel and other agents; (k) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times except that that Company shall only reimburse the Placement Agent for the costs of this subsection (l) if the Company gives its prior written consent to $5,000 of such advertisements; and (m) actual “road show” expenses, (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in for the aggregate $150,000Offering 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 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 the extent required by this Section 5 hereof2.2.1.

Offering Expenses. The Company will be responsible for and 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 actual out of pocket costs and expenses relating incident to the Offeringperformance of the obligations 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 FINRA Public Filing System filing fees and up to $10,000 of the Placement Agent’s legal fees associated with the review of the Offering filing feesby FINRA; (c) all fees and expenses relating to the listing of the Company’s common stock on The Nasdaq Capital Market; (diii) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel it being agreed that such fees in an amount up to $15,000 not including any filing and expenses of such counsel for such “blue sky” work will be $10,000registration fees); (eiv) all 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 D▇▇▇▇▇ the Placement Agent may reasonably designate; (fv) the costs of all mailing and printing of the Offering documentsplacement 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; (gvi) the costs and expenses of a public relations firm; (vii) the costs of preparing, printing and delivering certificates representing the Shares; (viii) fees and expenses of the transfer agent for the Common Stock; (ix) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hx) 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; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (kxii) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives not to exceed in the aggregate $150,000. 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 to the extent required by Section 5 hereofrepresentatives.

Offering Expenses. The Company will be responsible for pay upon demand all costs and will pay all expenses relating incident to the Offeringperformance of the Company's obligations under this Agreement, includingwhether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof, without limitation, including all costs and expenses incident to (a) all filing fees and expenses relating the printing or other production of documents with respect to the registration transactions, including any costs of printing the Securities Registration Statement originally filed with respect to the Commission; 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 FINRA Public Offering filing fees; arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (c) all 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees accountants and expenses any other experts or advisors retained by the Company, (d) preparation, issuance and delivery to the Underwriters of such counsel for such “blue sky” work will be $10,000); any certificates evidencing the Common Stock, including transfer agent's and registrar's fees, (e) all feesthe qualification of the Shares under state securities and blue sky laws, expenses including filing fees and fees and disbursements of counsel for the Representatives relating to the registrationthereto, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing filing fees of the Offering documents; Commission and the National Association of Securities Dealers, Inc. relating to the Shares, (g) transfer and/or stamp taxesany listing fees for the quotation of the Common Stock on the Nasdaq SmallCap Market, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees entire cost of one "tombstone advertisement" in a national business newspaper and expenses one-half the cost of placing any additional "tombstone advertisements" in any publications which may be selected by the Company’s accountants; Representatives (provided that any such cost in excess of $5,000 shall require the consent of both the Company and the Representatives), (i) up all other advertising that has been approved in advance by the Company relating to $5,000 the offering of “road show” expensesthe Shares (other than as shall have been specifically approved in writing by the Representatives to be paid for by the Underwriters), and (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in road shows conducted by the aggregate $150,000Company. The Placement Agent may deduct from the net proceeds of the Offering payable In addition 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 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 Placement Agent 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 extent required Underwriters for the loss of anticipated profits from the transactions covered by Section 5 hereofthis Agreement.

Offering Expenses. The Company will be responsible for and will hereby agrees to pay on the Closing Date, all expenses relating incident to the Offeringperformance of the obligations of the Company under this Agreement, including, without limitation, but not limited to: (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering filing feesfees relating to this Offering; (c) all fees and expenses relating to the listing of the Company’s common stock Securities on The the Nasdaq Capital 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 D▇▇▇▇▇ the Placement Agents may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ the Placement Agents may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investorsthe Purchasers; (h) the fees and expenses of the Company’s accountants; and (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) all other fees and expenses of D▇▇▇▇▇’▇ counsel the Placement Agents, including, without limitation, the fees of Placement Agents’ counsel, such fees and other agents and representatives expenses not to exceed in the aggregate $150,000100,000. 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 (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 to the extent required by Section 5 hereofAgents.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a1) all filing fees and expenses relating to the registration of the Securities with the Commission; (b2) all FINRA Public Offering filing fees; (c3) all fees and expenses relating to the listing of the Company’s common stock on The the Nasdaq Capital MarketStock Market or the NYSE American or on such other stock exchanges as the Company and Placement Agent together determine; (d4) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel Placement 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 for 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 such “blue sky” work will be $10,000)counsel at Closing; (e5) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f6) the costs of all mailing and printing of the placement agent documents and Offering documents; (g7) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to InvestorsD▇▇▇▇▇; (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; (10) up to $5,000 of 10,000 to cover Placement Agent’s actual “road show” expenses, (j) diligence expenses, expenses for the Offering; and (k11) fees and expenses up to $125,000 of D▇▇▇▇▇’▇ counsel legal and other agents and representatives additional diligence expenses not to exceed in the aggregate $150,000. 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 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 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 will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses relating to the registration qualification of the Securities with the Commission; (b) all FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s common stock on The the OTCQB, OTCQX, Nasdaq Capital 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 D▇▇▇▇▇ WestPark may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ WestPark may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountants; and (i) up to $5,000 of background check expenses, “road show” expenses, (j) diligence expensesexpenses and legal fees of WestPark’s counsel, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in the aggregate greater of 1.0% of the offering proceeds or $150,00050,000. The Placement Selling Agent shall not incur any “road show” expenses in excess of $1,000, and for which the Selling Agent expects to receive reimbursement, without the Company’s prior written consent. The Selling 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 Selling Agent, provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Selling Agent 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 will be responsible for and 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 actual out of pocket costs and expenses relating incident to the Offeringperformance of the obligations 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 FINRA Public Filing System filing fees and up to $10,000 of the Placement Agent’s legal fees associated with the review of the Offering filing feesby FINRA; (ciii) all fees fees, expenses and expenses disbursements relating to the listing background checks of the Company’s common stock on The Nasdaq Capital Marketofficers and directors in an amount not to exceed $2,500 per individual or $15,000 in the aggregate; (div) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel it being agreed that such fees in an amount up to $15,000 not including any filing and expenses of such counsel for such “blue sky” work will be $10,000registration fees); (ev) all 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 D▇▇▇▇▇ the Placement Agent may reasonably designate; (fvi) the costs of all mailing and printing of the Offering documentsplacement 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; (gvii) the costs and expenses of a public relations firm; (viii) the costs of preparing, printing and delivering certificates representing the Shares; (i) fees and expenses of the transfer agent for the Common Stock; (ix) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hx) 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; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (kxii) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives not to exceed in the aggregate $150,000. 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 to the extent required by Section 5 hereofrepresentatives.

Offering Expenses. The Company will be responsible for covenants and agrees with the several Underwriters that the Company will pay all expenses relating or cause to be paid the Offeringfollowing, including, without limitation, whether or not the Offering is consummated: (ai) 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 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountantscounsel 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; (iii) 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 $5,000 of “road show” expenses75,000 in the aggregate, (jvi) diligence expenses, 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 (kvii) fees the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in the aggregate $150,000. The Placement Agent may deduct from the net proceeds any contracts for sale of the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid Securities made by the Company to Underwriters caused by a breach of the Placement Agent, providedrepresentation contained in Section 1(b) hereof. It 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 to the extent required by Section 5 hereofUnderwriters will pay all of their own costs and expenses.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a1) all filing fees and expenses relating to the registration of the Securities with the Commission; (b2) all FINRA Public Offering filing fees; (c3) all fees and expenses relating to the listing of the additional shares of the Company’s common stock (the “Common Stock”) on The the Nasdaq Capital MarketStock Market issuable upon conversion of the Preferred Stock (as defined below); (d4) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel the Placement 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 for 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 such “blue sky” work will be $10,000)counsel at Closing; (e5) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇▇ and the Company may reasonably designateboth agree upon; (f6) the costs of all mailing and printing of the placement agent documents and Offering documents; (g7) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Investors; (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; (10) up to $5,000 100,000 of “road show” expenses, (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇▇’▇ counsel “road show” expenses and other agents ▇▇▇▇▇▇’▇ legal and representatives additional diligence expenses not to exceed in the aggregate $150,000. 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 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 to the extent required by Section 5 hereofhereof but in no amount in excess of $25,000.

Offering Expenses. The Company will be responsible for and will pay all expenses 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 Company’s common stock Shares on The Nasdaq Capital 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (ge) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (hf) the fees and expenses of the Company’s accountants; , and (ig) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions. The Company agrees to reimburse the Placement Agent for all travel, due diligence or related expenses, up to $5,000 of “road show” expenses20,000 in the aggregate, (j) diligence expenses, and (k) fees and the reimbursement shall be paid according to the actual expenses of Dincurred with related ▇▇▇▇▇’▇▇▇ counsel and other agents and representatives not invoices. In addition, the Company shall reimburse the Placement Agent for its legal expense in an amount up to exceed in the aggregate $150,00030,000. 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will pay all expenses 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 Company’s common stock on The 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 D▇▇▇▇▇ the Placement Agents may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)if applicable; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ the Placement Agents may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountants; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives representatives; (j) the due diligence fees and legal expenses of the Placement Agents 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 officers and directors; (l) the costs associated with the bound volumes of the Offering materials as well as commemorative mementos not to exceed $2,500; (m) the costs associated with the use of Ipreo’s book building software for the Offering; and (n) accountable “road show” expenses in the aggregate an amount not to exceed $150,00040,000. 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 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 the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and 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 actual reasonable out of pocket costs and expenses relating incident to the Offeringperformance of the obligations 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 FINRA Public Filing System filing fees and Placement Agent’s legal fees associated with the review of the Offering filing feesby FINRA; (c) all fees and expenses relating to the listing of the Company’s common stock on The Nasdaq Capital Market; (diii) all 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel it being agreed that such fees not including any filing and expenses of such counsel for such “blue sky” work will be $10,000registration fees); (eiv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the such Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ the Placement Agent may reasonably designate; (fv) the costs of all mailing mailing, printing and printing distribution of the Offering documentsplacement 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; (gvi) the costs and expenses of a public relations firm; (vii) the costs of preparing, printing and delivering certificates representing the Securities; (viii) fees and expenses of the transfer agent for the Common Stock; (ix) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hx) 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) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives representatives; (xiii) the 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 other charges of 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 be unreasonably withheld; (xv) all travel expenses of the Placement Agent incurred in connection with the aggregate 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 expense in an individual amount of in excess of $150,0005,000 shall have been pre-approved by the Company, which such approval shall not have 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 to the extent required by Section 5 date hereof.

Offering Expenses. The Company will be responsible for and will agrees to pay all costs, fees and expenses relating to incurred by the OfferingCompany 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 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 Company’s common stock on The the Nasdaq Capital MarketStock Market or the NYSE MKT or on such other stock exchanges as the Company and ▇▇▇▇▇▇ together determine; (c) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities required under the “blue sky” securities laws of such states and other jurisdictions as D▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be Dperformed by ▇▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be not exceed $10,000)15,000; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxesthe costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones, if any, payable upon the transfer each of Securities from which the Company to Investorsor 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) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of Dthe Company’s legal counsel and other agents and representatives; and (j) up to an aggregate of $40,000 of ▇▇▇▇▇▇’▇ counsel legal and other agents and representatives additional diligence expenses not to exceed in the aggregate $150,000. 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 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 to the extent required by provisions and terms of this Section 5 hereof.2.B.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the Securities with the Securities and Exchange Commission (the “Commission”); (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s common stock ADS on The the Nasdaq Capital MarketMarket (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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documentsdocuments related to the Offering; (ge) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (hf) the fees and expenses of the Company’s accountants; (ig) up to $5,000 of “road show” expenses, FT Global’s reasonable out-of-pocket expenses (j) such as travel expenses and due diligence expenses, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives actually incurred not to exceed in $20,000; and (h) legal fees of FT Global’s counsel not to exceed $50,000. The FT Global’s expenses will be handled out of the aggregate $150,000flow of funds at closing. 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 for the amount of expenses and legal fees incurred, up to the maximum amounts set forth above, to the extent required by Section 5 hereofhereof promptly after such termination. Notwithstanding the foregoing, in the event that the Offering is not consummated for any reason whatsoever within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to reimburse the Placement Agent the non-accountable expense allowance not to exceed $20,000, plus the actually incurred legal expenses not to exceed $30,000, within five (5) business days of the end of the Term or termination of the Offering, whichever is earlier.

Offering Expenses. The Company will be responsible for and will agrees to pay all costs, fees and expenses relating to incurred by the OfferingCompany 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 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 Company’s common Common Stock on the Nasdaq Stock Market or the NYSE MKT or on such other stock on The Nasdaq Capital Marketexchanges as the Company and ▇▇▇▇▇▇ together determine; (c) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities required under the “blue sky” securities laws of such states and other jurisdictions as D▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documentsSubscription Documents; (g) transfer and/or stamp taxesthe costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones, if any, payable upon the transfer each of Securities from which the Company to Investorsor 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) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives not to exceed in representatives; and (j) the aggregate $150,000. The Placement Agent may deduct from the net proceeds legal and diligence fees and expenses 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 to the extent required by Section 5 hereofnot otherwise covered in this paragraph 2(a)-(h) above, which legal and due diligence fees and expenses shall not exceed $50,000.00.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the resale of the Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s common Shares on the NASDAQ Stock Market or on such other stock on The Nasdaq Capital Marketexchanges as the Company and D▇▇▇▇▇ together determine; (dc) 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)counsel; (ed) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (e) the costs of all mailing and printing of the Subscription Documents; (f) the costs of all mailing and printing of the Offering documentsSubscription Documents; (g) transfer and/or stamp taxesthe costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones, if any, payable upon the transfer wach of Securities from which the Company to Investorsor 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) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (j) D▇▇▇▇▇’▇ counsel legal and other agents and representatives additional diligence expenses (collectively, “Expenses”). Notwithstanding the foregoing, the Company shall not to exceed be resposible for Expenses that, in the aggregate across all tranches, exceed $150,000100,000. The Placement Agent may deduct from Company shall pay the net proceeds Expenses as follows: $40,000 at the Closing of the Offering payable to first tranche of the Company on Offering; $40,000 at the Closing Date of the expenses set forth herein to be paid by second tranche of the Company to Offering, and $20,000 at the Placement Agent, provided, however, that in Closing of the event that third tranche of the Offering is terminated, the Company agrees to reimburse the Placement Agent to the extent required by Section 5 hereofOffering.

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 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 will pay all expenses relating to the Public 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 FINRA filing fees associated with the review of the Public Offering filing feesby FINRA; (c) all fees and expenses relating to the listing of the Company’s common stock 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 D▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ 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 for 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 will be by such counsel and an additional $10,0005,000 at Closing); (ef) all 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 D▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably designate; (fg) the costs of all mailing and printing of the Offering documentsunderwriting 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ may reasonably deem necessary; (gh) 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 Shares; (j) fees and expenses of the transfer agent for the Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investors▇▇▇▇▇▇ ▇▇▇▇▇▇; (hl) 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; (o) the fees and expenses of the Underwriter’s legal counsel not to exceed $*; (p) the $* cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; and (r) up to $5,000 * of “road show” expenses, (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in actual accountable “road show” expenses for the aggregate $150,000. 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 to the extent required by Section 5 hereofPublic Offering.

Offering Expenses. The Company will be responsible for and will pay all expenses 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 Company’s common stock on The 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 D▇▇▇▇▇ the Placement Agents may reasonably designate (includingdesignate, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)if applicable; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ the Placement Agents may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountants; (i) up to $5,000 of “road show” expenses, (j) diligence expenses, and (k) the fees and expenses of D▇▇▇▇▇’▇ the Company’s legal counsel and other agents and representatives representatives; (j) the due diligence fees and legal expenses of the Placement Agents 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 officers and directors; (l) the costs associated with the bound volumes of the Offering materials as well as commemorative mementos not to exceed $2,500; (m) the costs associated with the use of Ipreo’s book building software for the Offering; and (n) accountable “road show” expenses in the aggregate an amount not to exceed $150,00040,000. The Placement Agent Agents may deduct from the net proceeds of the Offering payable to the Company on the initial Closing 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 the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a1) all filing fees and expenses relating to the registration of the Securities with the Commission; (b2) all FINRA Public Offering filing fees; (c3) all fees and expenses relating to the listing of the Company’s common stock on The the Nasdaq Capital MarketStock Market or the NYSE MKT or on such other stock exchanges as the Company and Placement Agent together determine; (d4) 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 D▇▇▇▇▇ 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 D▇▇▇▇▇’▇ counsel Placement 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 for 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 such “blue sky” work will be $10,000)counsel at Closing; (e5) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f6) the costs of all mailing and printing of the placement agent documents and Offering documents; (g7) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to InvestorsD▇▇▇▇▇; (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; (10) up to $5,000 of 10,000 to cover Placement Agent’s actual “road show” expenses, (j) diligence expenses, expenses for the Offering; and (k11) fees and expenses up to $125,000 of D▇▇▇▇▇’▇ counsel legal and other agents and representatives additional diligence expenses not to exceed in the aggregate $150,000. 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 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will pay all expenses 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; (cb) all fees and expenses relating to the listing of the Company’s 's common stock on The Nasdaq Capital Marketthe national stock exchange on which it is listed; (dc) 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 D▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “"blue sky” " counsel, which will be D▇▇▇▇▇’▇'▇ counsel counsel, it being agreed that such fees and expenses of such counsel for such “blue sky” work will be capped at $10,00025,000); (ec) 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 D▇▇▇▇▇▇ may reasonably designate; (fd) the costs of all mailing and printing of the Offering documents; (ge) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors▇▇▇▇▇▇; (hf) the fees and expenses of the Company’s 's accountants; and (ig) up to $5,000 of “"road show” " expenses, (j) diligence expenses, expenses and (k) legal fees and expenses of D▇▇▇▇▇’▇'▇ counsel and other agents and representatives not to exceed in the aggregate $150,00050,000 if the gross proceeds from the Offering are less than $5.0 million or $75,000 if the gross proceeds of the Offering exceed $5.0 million. Notwithstanding the above, in the event the Offering is not completed and this Agreement is terminated by the Company, the maximum diligence and legal fee payable will be $25,000. 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will pay all expenses 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 Company’s common stock on The the Nasdaq Capital Stock 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 D▇▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000)designate; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (h) the fees and expenses of the Company’s accountants; and (i) up to $5,000 of “road show” expenses, (j) diligence expenses, expenses and (k) legal fees and expenses of D▇▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in the aggregate $150,00060,000 (of which legal fees may not exceed $50,000) net of any advance previously paid by the Company to the Agreement. Other than legal fees, the Placement Agent shall not incur any expenses in excess of $5,000, and 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 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 to the extent required by Section 5 hereof.

Offering Expenses. The Company will be responsible for and will hereby agrees to pay on the Closing Date all expenses relating incident to the Offeringpreparation of, and performance of the obligations of, the Company under this Agreement including, without limitation, but not limited to: (a) all filing fees and expenses relating to the registration of the Securities shares to be sold in the Offering with the Commission; (b) all FINRA Public COBRADesk filing fees associated with the review of the Offering filing feesby FINRA; (c) all fees and expenses relating to the listing of such shares on the Company’s common Nasdaq and such other stock on The Nasdaq Capital Marketexchanges as the Company and the Placement Agent together determine; (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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be $10,000); (e) all 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 D▇▇▇▇▇ the Placement Agent may reasonably designate, if applicable; (fe) the costs of all mailing and printing of the Offering 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 Shares; (g) fees and expenses of the Depositary for the Shares; (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of Securities securities from the Company to Investorsthe Placement Agent; (hi) the fees and expenses of the Company’s accountants; (ij) up the fees and expenses of the Company’s legal counsel and other agents; (k) the costs associated with post-Closing advertising of the Offering in the national editions of the Wall Street Journal and New York Times except that that Company shall only reimburse the Placement Agent for the costs of this subsection (l) if the Company gives its prior written consent to $5,000 of such advertisements; and (m) actual “road show” expenses, (j) diligence expenses, and (k) fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in for the aggregate $150,000Offering 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 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 the extent required by this Section 5 hereof2.2.1.

Offering Expenses. The Company will be responsible for and will pay all expenses 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 Company’s common stock on The Nasdaq Capital Marketthe 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 D▇▇▇▇▇ may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be D▇▇▇▇▇’▇ counsel it being agreed that such fees and expenses of such counsel for such “blue sky” work will be shall not to exceed in the aggregate $10,000); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as D▇▇▇▇▇ may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to the Investors; and (h) the fees and expenses of the Company’s accountants; and (i) up to $5,000 of “road show” expenses, (j) diligence expenses, expenses and (k) legal fees and expenses of D▇▇▇▇▇’▇ counsel and other agents and representatives not to exceed in the aggregate $150,00050,000. 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 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▇▇▇▇▇.