Common use of Payment of Fees and Expenses Clause in Contracts

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 135,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 also agrees to pay to the Representative to cover its outa non-of-pocket expenses accountable expense allowance of one and one half percent (1.5%) of the “Advance”). The Advance will be returned to gross proceeds of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 180,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, The Company and the out-of-pocket accountable expenses payable Selling Shareholders also agree to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay (a) all costs, filing fees and expenses incurred in connection relating to the registration of the ADSs with the transactions contemplated hereby, including without limitation Commission; (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiib) all fees and expenses relating to the listing of the clearing firmCompany’s ADSs on a national exchange; (c) all fees, registrar expenses and transfer agent disbursements relating to the registration or qualification of the Offered Securities, (iv) all necessary issue, transfer securities under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representative 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 Representative’s counsel), unless such filings are not required in connection with the issuance Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and sale disbursements relating to the registration, qualification or exemption of the Offered Securitiessecurities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; ( e) the costs of all mailing and printing of the documents relating to this Offering; (f) transfer and/or stamp taxes, if any, payable upon the transfer of ADSs from the Company to the Representative; (vg) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viih) all filing fees, attorneys’ fees and communication expenses incurred associated with the review of this offering by the CompanyFINRA; and (i) a maximum of $250,000 for reasonable, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer necessary and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its accountable out-of-pocket expenses (fees and expenses, including “road show,” diligence, and reasonable legal fees and disbursements for the “Advance”)Representative’s counsel, in the event that there is a closing of this Offering. The Advance Company is responsible for the Representative’s external counsel legal costs, any due diligence costs, and any other accountable out-of-pocket fees and expenses irrespective of whether this offering is consummated or not, subject to a maximum of $100,000 in the event that there is not a closing of this offering. The Company has agreed to pay an advance of US$20,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventUpon the earlier of the termination of the Representative’s engagement letter or completion of this Offering, the out-of-pocket accountable Company agrees to pay promptly in cash any unreimbursed expenses payable to that the Representative should exceed $250,000actually incurred as of such date. Additionally, the Company shall pay the Representative a non-accountable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering raised.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities ADSs (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesADSs, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities ADSs for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced will also pay the Representative’s accountable expenses in total up to two hundred thousand dollars ($80,000 to 200,000) including but not limited to, (A) fees of legal counsel incurred by the Representative to underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses connection with the Offering. To partially cover its the Representative’s out-of-pocket expenses expenses, the Company has advanced to the Representative approximately one hundred thousand dollars (the “Advance”$100,000). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of $150,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses in total up to $120,000 including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence except the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; and (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request. In no eventaddition to the foregoing, the out-of-pocket accountable expenses payable Company agrees to the Representative should pay reasonable costs of background checks in an amount not to exceed $250,0007,500.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $80,000 to the Representative to cover its 5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, in total up to $250,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the “Advance”). The Advance will be returned to underwriters in connection with the Company to offering; (B) all third party due diligence include the extent cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventquantities as the underwriters including underwriter’s US & local counsel shall reasonably request, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000and (F) background check consultant.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $50,000 in total expenses in the event that there is not a Closing. The Company has advanced $80,000 30,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Offered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable Representatives may reasonably request, and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees agreed upon between the Representatives and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no eventWe have also agreed to pay the reasonable and documented Representatives’ accountable expenses in total up to one hundred and seventy five thousand dollars ($175,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US& local counsel shall reasonably request, and (F) background check consultant. The Company has advanced seventy five thousand dollars ($75,000) to the Representatives to partially cover its out-of-pocket accountable expenses, which will be returned to the Company to the extent such out-of-pocket accountable expenses payable to are not actually incurred, or are less than the Representative should exceed $250,000advances in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred seven thousand five hundred ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($80,000 25,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against underwriter’s expenses will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Representative, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event, . (b) We have also agreed to pay the out-of-pocket accountable expenses payable to Underwriter an advisory fee of $50,000 upon closing of the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. Whether (a) Subject to the closing of the sale and purchase of the Firm Shares, the Representative shall be entitled to reimbursement from the Company of a non-accountable expense allowance equal to $100,000 (the “Non-Accountable Expense Allowance”). The Representative shall be entitled to withhold this allowance on the Closing Date related to the purchase of the Firm Shares. In addition to the payment of the Non-Accountable Expense Allowance, whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay be paid, and bear or cause to be borne, all costscosts and expenses incident to the performance of the obligations of the Company under this Agreement, including: (i) the fees and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement and any related documents and any Blue Sky memorandum (any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (other than the fees and expenses of the Underwriters’ counsel); (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Representative copies of the Registration Statement, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) if applicable, the Company’s travel expenses in connection with meetings with the transactions contemplated hereby, including without limitation brokerage community and institutional investors; (iix) all of the reasonable costs and documented out-of-pocket expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), due diligence expensesif desired by the Company; (x) any fees or costs payable to the NYSE Amex Equities as a result of the offering; (xi) the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any certificates evidencing the Shares; (xii) the costs and charges of the Transfer Agent; (xiii) the reasonable fees costs of advertising the offering; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by the Company; and (xv) all other costs and expenses reasonably incident to the performance of its legal counsel, roadshow and background check on the Company’s principals) incurred by obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, the Representative in an aggregate amount not to exceed $250,000 (inclusive of Underwriters shall be responsible for their out-of-pocket expenses, including the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firmUnderwriters’ counsel and expenses associated with meetings with the brokerage community and institutional investors, registrar other than the Company’s travel expenses, postage, facsimile and transfer agent telephone charges. (b) Each Selling Shareholder will pay or cause to be paid, and bear or caused to be borne, all costs and expenses incident to the performance of the Offered Securitiesobligations of such Selling Shareholder under this Agreement, including: (ivi) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all any fees and expenses of the Company’s counselcounsel for such Selling Shareholder; and (ii) all expenses, independent public or certified public accountants stamp duties, transfer taxes and other advisorstaxes and duties incident to the sale and delivery of the Shares to be sold by such Selling Shareholder. It is understood that the Company shall bear, and such Selling Shareholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement. (vic) all costs and expenses incurred in connection If (i) the Underwriters are willing to proceed with the preparationoffering, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and transactions contemplated by this Agreement, and Agreement are not consummated because the Company and/or either Selling Shareholder elect not to proceed with the offering for any reason or (viiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualificationsterminates this Agreement pursuant to Section 12 hereof, registrations and exemptions. The then the Company has advanced $80,000 to will reimburse the Representative to cover its Underwriters for their accountable out-of-pocket expenses relating to the offering (the “Advance”including but not limited to reasonable fees and disbursements to their counsel); provided, however, that such reimbursement shall not exceed $100,000. The Advance will be returned to the Company to the extent such out-of-pocket accountable Representative shall present a reasonable accounting of all expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, andpromptly upon receipt of an invoice therefor, if requested for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and Representative in connection with the offering; (B) all third party due diligence include the cost of any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsbackground checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($80,000 100,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to paid the Representative to cover its an advisory fee in the amount of $100,000, which is non-refundable but offsetable against Underwriting Discount. The Company will also pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $250,000 including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses (connection with the “Advance”)Offering. The Advance will be returned Company has also agreed to pay the Representative a non-accountable expense, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Class A Ordinary Shares excluding shares sold pursuant to the Company to exercise of the extent such outover-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000allotment option.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay on the Closing Date all costs, fees and expenses incurred in connection with related to the transactions contemplated hereby, including without limitation (i) all Offering or otherwise incident to the performance of the reasonable and documented out-of-pocket expenses (obligations of the Company under this Agreement, for an aggregate amount of up to $170,000, including, but not limited to, travel, due diligence expenses, reasonable : (a) all filing fees and communication expenses relating to the registration of its legal counselthe Ordinary Shares to be sold in the Offering with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees, roadshow expenses and disbursements relating to the registration, qualification or exemption of the Ordinary Shares under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (d) all fees, expenses and disbursements relating to background check on checks of the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all officers and directors and other due diligence expenses incident related to the issuance and delivery of the Offered Securities Offering; (including all printing and engraving costs, if any), (iiie) all fees and expenses of the clearing firmUnderwriters’ Counsel; (f) the Underwriters’ due diligence expenses; and (g) the Underwriters’ “road show” expenses for the Offering. For the sake of clarity, registrar it is understood and transfer agent agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not. Any unused portion of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred advances paid by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative Underwriters prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof shall be returned to the Company to the extent such the Underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, the out-of-pocket accountable expenses Company has provided the advisory fee advance to the Representative of $30,000 with an additional $40,000 due three business days after the listing of the Class A Ordinary Shares on Nasdaq (together, the “Advisory Fee”). The Underwriters 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 Underwriters. On the Closing Date and the Option Closing Date, if any, the Company shall pay the Representative should exceed $250,000a non-accountable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement expires or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any Agreement Among Underwriters, any Selected Dealer Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event. (b) Upon the termination of this Agreement, the out-of-pocket Company shall reimburse the Representative for the full amount of its actual accountable expenses payable incurred up to and including the date of termination, and, incompliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the compensation commensurate with that set forth under Sections 2(f), 2(g), 4 and 7 if the Company completes an offering with a party introduced to the Company by the Representative should exceed $250,000regarding an offering prior to such termination (collectively, the “Identified Party”) during the twelve (12) month period following the termination of this Agreement.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1.0%) of the gross proceeds from the Offering (excluding proceeds from exercise of the Over-allotment Option) upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for all reasonable, necessary and accountable costs and expenses, in total up to two hundred thousand ($200,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced twenty five thousand ($80,000 25,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against underwriter’s expenses will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventAt the closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1 %) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares) as a nonaccountable expense of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, for an aggregate amount of up to $210,000, including, including without limitation (ia) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and communication expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident relating to the issuance and delivery registration of the Offered Securities to be sold in the Offering (including all printing and engraving costs, if any), the Over-allotment Option) with the Commission; (iiib) all Public Filing System filing fees and expenses of relating to the clearing firm, registrar and transfer agent listing of the Offered Securities, Securities on the Exchange and such other stock exchanges as the Company and the Underwriters together determine or associated with the review of the Offering by FINRA; (ivc) all necessary issuefees, transfer expenses and other stamp taxes disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate (including, without limitation, all filing and registration fees, opinion in all jurisdictions of the Company and its subsidiaries and affiliates, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the issuance Company’s proposed listing on a national exchange, if applicable; (d) the costs of all mailing and sale printing of documents in connection with the Offered SecuritiesOffering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (vf) all the fees and expenses of the Company’s counsel, independent public or certified public accountants accountants; and other advisors, (vig) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ accountable fees and expenses incurred by the Company, or the Representative, Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Offering, including “road show,” diligence including directors’ and officers’ background check and reasonable legal fees and disbursements for offer Representative’s counsel, travel, preparation and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing other professional services and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its other out-of-pocket expenses. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ accountable expenses (actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the “Advance”)Offering is consummated or not, subject to a maximum amount of $210,000. The Advance will Any unused portion of the advances paid by the Company to the Underwriters prior to the date hereof shall be returned to the Company to the extent such the Underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, the out-of-pocket accountable expenses Company has provided an advisory fee to Revere of $70,000. The Underwriters 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 Underwriters. In addition, it is understood that pursuant to the Assignment and Assumption Agreement and certain agreements between the Representative should exceed $250,000and Revere, Revere shall be responsible for managing and administering all accountable expenses in connection with this Offering. Further, on the Closing Date and the Option Closing Date, if any, the Company shall pay the Underwriters a non-accountable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 170,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, Company or the RepresentativeRepresentative , in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000170,000,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not up to exceed One Hundred Twenty Thousand Dollars ($250,000 (inclusive of the Advance120,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Disclosure Package, the Prospectus and each Issuer Free Writing ProspectusProspectus supplement, each preliminary prospectus and the Prospectusif any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid as of the date hereof. The Company has advanced $80,000 to will also reimburse the Representative to cover its Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket expenses costs and expenses, up to a maximum aggregate amount of two hundred and fifty thousand dollars (the “Advance”$250,000). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are , including, but not actually limited to, (A) fees of legal counsel incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to by the Representative should exceed in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (E) background check consultant expenses, (F) the $250,0005,000 cost associated with ▇▇▇▇▇▇▇▇’▇ clearing system data, services and communications expenses, (G) the $10,000 cost associated with ▇▇▇▇▇▇▇▇’▇ Capital IQ system for comparable company analysis and valuation and (H) reasonable roadshow expenses and necessary travel expenses; provided that any expense over $5,000 shall require the Company’s prior written approval.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to one hundred thousand dollars ($100,000). Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Any advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance)75,000, provided that any expense over $5,000 shall require the prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The In addition, the Company has advanced $80,000 agrees to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to cover its out-of-pocket expenses one percent (1% ) of the “Advance”). The Advance will be returned to gross proceeds raised at the Company to Closing and at the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventOption Closing, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000as applicable.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative Underwriters in an aggregate amount not to exceed $250,000 230,000 (inclusive of the Advance), provided that any expense over $5,000 500 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 [●] to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative Underwriters should exceed $250,000230,000. In addition, for its advisory services, the Company shall pay the Underwriters an advisory fee in the amount of $150,000, of which $100,000 has already been paid to the Underwriters, and the remaining $50,000 will be paid to the Underwriters on the Closing Date.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not up to exceed One Hundred Fifty Thousand Dollars ($250,000 (inclusive of the Advance150,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iiii ) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the Prospectussupplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the Offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 120,000 (inclusive of the AdvanceAdvance (as defined below)), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. Notwithstanding anything contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Underwriters, including those set forth under items (i), shall not exceed $120,000 in the aggregate (inclusive of the Advance (as defined below)). The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counselcounsels, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 150,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no eventAt the closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1%) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares).

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company200,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 75,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company) , (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced agreed to pay an advance of $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Company and the Representative acknowledge that the Company has previously paid Advances to the Underwriters in the amount of $50,000. The Advance, if any, will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable to the Representative Underwriters should exceed $250,000. (b) Upon the termination of this Agreement, the Company shall reimburse the Underwriters for the amount of the out-of-pocket accountable expenses actually incurred, up to and including the date of termination. In any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances. In compliance with FINRA Rule 5110(g)(5)(B), PCS shall be entitled to the compensation commensurate with that set forth under Sections 2(g) and 4, if the Company completes an offering with an investor introduced to the Company by PCS and not-known to the Company before such introduction regarding the Offering prior to the termination or expiration of the Engagement Letter (as defined below) (collectively, the “Identified Party”) during the twelve (12)- month period following the termination of the Engagement Letter. PCS shall provide the Company with a list of the Identified Party and proof of such communication in connection with the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated (a) Except as set forth in this Agreement are consummated or this Agreement is terminatedclause (a), the Company agrees to pay Fund will bear all costsexpenses of the offering of Units, fees and expenses incurred in connection with the transactions contemplated herebyincluding, including without limitation (i) all the fees, disbursements and expenses of counsel to the Fund; (ii) the preparation, filing and printing of any registration statements and/or prospectuses required to be filed by and under the federal and state securities laws (including financial statements and exhibits) as originally filed and each amendment thereto; (iii) the preparation, printing and delivery to the Placement Agent of copies of each preliminary prospectus, the Prospectus, the Statement of Additional Information and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Placement Agent to any Sub-Placement Agent or prospective investor; (iv) the preparation and mailing of annual and interim reports, prospectuses and proxy materials to shareholders; (v) the qualifications of Units for sale under the securities laws of such states or other jurisdictions as shall be selected by the Fund and the Placement Agent and the cost and expenses payable to each such state for continuing qualification therein. (vi) the FINRA filing fees incurred by the Fund in connection with the offering of the Units, (vii) the fees and disbursements of counsel to the Placement Agent in connection with the review by FINRA of the terms of the sale of the Units in an amount of $[ ]; (viii) expenses of preparing, reproducing, mailing and/or delivering offering and sales materials, including annual reports, to purchasers; (ix) the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative Placement Agent or any Sub-Placement Agent in an aggregate amount not to exceed $250,000 (inclusive of marketing the Advance), provided that Units and any expense over $5,000 shall require prior written additional amounts it or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public they may incur or certified public accountants and other advisors, (vi) all costs and expenses may have incurred in connection with the preparation, printing, filing, shipping and distribution marketing of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, Units; and (viix) all filing fees, attorneys’ such other fees and expenses incurred which the Placement Agent and the Fund mutually agree are payable by the CompanyFund. Notwithstanding the foregoing, the Fund shall not bear any expenses pursuant to clauses (vii), (ix) or the Representative(x) above, which exceed, in connection with qualifying or registering the aggregate, (or obtaining exemptions from the qualification or registration of1) all or any part 0.5% of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested aggregate Commitments drawn down by the RepresentativeFund, preparing and printing a “Blue Sky Survey” or memorandum, and minus (2) any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket similar expenses borne by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Private Markets Fund 2018 LLC (the “AdvanceMaster Fund”). ) and indirectly borne by the Fund through its investment in the Master Fund. (b) The Advance Fund will be returned to the Company bear and, to the extent such out-of-pocket accountable expenses are not actually incurred permitted by applicable law, indemnify and hold harmless the Placement Agent from, any taxes or fees payable in accordance with FINRA Rule 5110(g). In no event, respect of the out-of-pocket accountable expenses payable to execution of this Agreement or the Representative should exceed $250,000transactions contemplated hereunder.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Ordinary Shares (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Ordinary Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also pay the Representative (i) US$50,000 consulting fee from the gross proceeds to cover offset the costs associated with due diligence of the Company and its business, contacting prospective co-underwriters and assembling a team of underwriters suitable for the Offering; and (ii) Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $220,000.00 including but not limited to, (A) direct, out-of-pocket costs of Underwriters’ legal counsel); (B) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses (connection with the “Advance”)Offering. To partially cover the Representative’s out-of-pocket expenses, the Company has advanced to the Representative approximately $30,000.00. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether The Debtors shall pay (i) all expenses incurred by Collateral Agent and its Affiliates, including the fees, charges and disbursements of counsel for Collateral Agent, in connection with this Agreement and the Collateral, the preparation and administration of this Agreement, the other Financing Documents, the Intercreditor Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement are consummated hereby or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advancethereby shall be consummated), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to incurred by Collateral Agent, including the issuance fees, charges and delivery disbursements of any counsel for Collateral Agent in connection with the Offered Securities (enforcement or protection of its rights in connection with this Agreement, the other Financing Documents and the Intercreditor Agreement, in connection with the Collateral or the Senior Secured Obligations, including all printing and engraving costssuch expenses incurred during any workout, if any)restructuring or negotiations in respect of such Senior Secured Obligations, (iii) all fees and expenses transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Tribunal in respect of this Agreement or any of the clearing firm, registrar and transfer agent of the Offered Securitiesother Financing Documents, (iv) all necessary issuecosts, transfer expenses, assessments and other stamp taxes charges incurred in connection with the issuance any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred by Collateral Agent in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any other Financing Document, the Intercreditor Agreement or the Collateral, including without limitation costs, fees, expenses and (vii) all other charges incurred in connection with performing or obtaining any audit or appraisal, after the occurrence and during the continuance of an Event of Default, in respect of the Collateral or for any filing fees, attorneys’ fees recording costs and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000lien searches.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, in total up to $250,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 50,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company28,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, provided that the fees and expenses of the clearing firm shall not exceed $12,900, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to pay all reasonable 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow up to One Hundred and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed Fifty Thousand Dollars ($250,000 (inclusive of the Advance150,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Base Prospectus, the Prospectus Supplement and each preliminary prospectus and the Prospectussupplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the Offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement expires or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 100,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any Agreement Among Underwriters, any Selected Dealer Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The . (b) Upon the termination of this Agreement, the Company has advanced $80,000 shall reimburse the Representative for the full amount of its actual accountable expenses incurred up to and including the date of termination, and, incompliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the Representative to cover its out-of-pocket expenses (compensation commensurate with that set forth under Sections 2(f), 2(g), 4 and 7 if the “Advance”). The Advance will be returned Company completes an offering with a party introduced to the Company by the Representative regarding an offering prior to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventtermination (collectively, the out-of-pocket accountable expenses payable to “Identified Party”) during the Representative should exceed $250,000three (3) month period following the termination of this Agreement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not up to exceed One Hundred Twenty Thousand Dollars ($250,000 (inclusive of the Advance120,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iiii ) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the Prospectussupplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the Offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced , and (viii) $80,000 75,000 to Northland Securities, Inc. for its services and expenses as the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000QIU.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to will also pay the Representative to cover its Underwriters’ accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $250,000 including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request; (F) background check consultant, and (G) necessary travel expenses connection with the Offering. The Company has also agreed to pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Ordinary Shares excluding shares sold pursuant to the exercise of the over-allotment option. The Company and the Underwriters acknowledge that the Company has previously paid an expense advances to the Underwriters in the amount of $50,000 (the “Advance”)) against the Underwriters’ out-of-pocket costs and expenses. The Any portion of the Advance will not used shall be returned back to the Company to the extent such not incurred in accordance with FINRA Rule 5110(g)(4)(A). The Underwriters’ total out-of-pocket accountable expenses are (including legal fees and expenses) in connection with the Offering shall not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000Underwriters or their respective designees a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to promptly pay when invoiced all reasonable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced agreed to pay an advance of $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Advance, if any, will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable to the Representative Underwriters should exceed $250,000. (b) Upon the termination of this Agreement, the Company shall reimburse the Underwriters for the amount of the out-of-pocket accountable expenses actually incurred, up to and including the date of termination. In any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances. In compliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the compensation commensurate with that set forth under Sections 2(g) and 4, if the Company completes an offering with an investor introduced to the Company by the Representative and not-known to the Company before such introduction regarding the Offering prior to the termination or expiration of the Engagement Letter (as defined below) (collectively, the “Identified Party”) during the twelve (12)- month period following the termination of the Engagement Letter. the Representative shall provide the Company with a list of the Identified Party and proof of such communication in connection with the Offering.

Payment of Fees and Expenses. Whether or not The Company will pay the transactions contemplated in this Agreement are consummated or this Agreement is terminatedRepresentative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also bear all fees, the Company agrees to pay all costs, fees disbursements and expenses incurred in connection with the transactions contemplated herebyproposed Offering, including, without limitation: the Company’s legal and accounting fees and disbursements; the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, the Underwriting Agreement and related documents (all in such quantities as the Representative may reasonably require); preparing and printing stock certificates and warrant certificates; the costs of any “due diligence” meetings; all reasonable and documented fees and expenses for conducting a net road show presentation; all filing fees (including without limitation (iSEC filing fees) all and communication expenses relating to the registration of the shares to be sold in the Offering, FINRA filing fees; the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses disbursements of its legal counsel, roadshow and the Representative’s counsel up to an amount of $100,000; background check on checks of the Company’s principals) incurred by officers and directors up to a maximum of $15,000; preparation of bound volumes and mementos in such quantities as the Representative in may reasonably request up to an aggregate amount not to exceed of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs2,500; transfer taxes, if any), (iii) all payable upon the transfer of securities from the Company to the Representative; and the fees and expenses of the transfer agent, clearing firm, firm and registrar and transfer agent of for the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with shares; provided that the issuance and sale of the Offered Securities, (v) all fees and actual accountable expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptionsshall not exceed $150,000. The Company has advanced $80,000 50,000 to the Representative upon the signing of the engagement letter, and has advanced $50,000 to cover its out-of-pocket expenses the representative upon the first public filing of this registration statement with the SEC (together, the “AdvanceAdvances”). The Advance Advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 150,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Firm Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesFirm Shares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesFirm Shares, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Firm Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Firm Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company350,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities and the Underwriter’s Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities and the Underwriter’s Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities and the Underwriter’s Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities and the Underwriter’s Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company) , (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has not advanced $80,000 any payment to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance Advance, if any, will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000200,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance, as defined below), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 100,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Offered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of may reasonably request, and agreed upon between the Advance), provided that any expense over $5,000 shall require prior written or email approval of Representative and the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no eventWe have also agreed to pay the reasonable and documented Representative’s accountable expenses in total up to one hundred and ninety thousand nine hundred dollars ($190,900) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering up to one hundred and forty thousand dollars ($140,000); (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter's US & local counsel shall reasonably request, and (F) clearing expenses. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses payable to the Representative should exceed $250,000expenses.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriter, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Underwriter a warrant, substantially in form of Exhibit A hereto, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to Boustead for the account of the Underwriter and split among the Underwriter and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriter (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on travel expenses of the Company’s principalsUnderwriter to attend any due diligence or road show meetings) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriter, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriter, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriter of such qualifications, registrations and exemptions. The Company has advanced $80,000 55,000 to the Representative Underwriter to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event. (c) Upon the Closing Date, the out-of-pocket accountable expenses payable Company hereby agrees to pay the Representative should exceed Underwriter an advisory fee of $250,00045,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) principals incurred by the Representative Underwriters in an aggregate amount not to exceed $250,000 300,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 [*] to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 230,000 (inclusive of the Advance), provided that any expense over $5,000 2,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 60,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $175,000 including but not limited to, (A) fees of legal counsel incurred by the Underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the Underwriters including the Underwriters’ US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 100,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all of payment to the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses Placement Agent of its legal counsel, roadshow Cash Fee and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any non-accountable expense over $5,000 shall require prior written or email approval of the Company, allowance (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned to roadshow,” if any; (xi) the Company to Placement Agent’s closing costs, including the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, reimbursement of the out-of-pocket accountable cost of the escrow agent or clearing agent, of up to $12,900; and (xii) all other fees, costs and expenses payable referred to in Part II of the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not up to exceed One Hundred Fifty Thousand Dollars ($250,000 (inclusive of the Advance150,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iiii ) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned roadshow,” if any; (xi) the Placement Agent’s clearing expenses; and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Registration Statement.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow roadshow, cost of book building, prospectus tracking and background check on compliance software for the Company’s principalsoffering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company204,500, (ii) expenses associated with background check on the Company’s senior management and board of directors by a background search firm acceptable to the Representative, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (ivv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (vvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company has advanced shall be responsible for the Representative's external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $80,000 50,000 in the event that there is not a Closing. Additionally, the Company shall pay the Representative a non-accountable expense allowance in the amount equal to 0.5% of the gross proceeds of this Offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation to the Representative to cover its out-of-pocket expenses (the “Advance”Representative). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The As of the date of this Agreement, the Company has made an advanced payment of $80,000 [*] to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventUpon the earlier of the termination of the Engagement Letter or completion of the Offering, the Company agrees to pay promptly in cash any unreimbursed out-of-pocket accountable expenses payable that have accrued as of such date. The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1%) of the actual amounts of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 3,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. (a) Upon the Closing of the Offering and the listing of the Company’s Common Stock on the Nasdaq Capital Market, the Company shall (x) pay the Representative, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Representative a warrant, substantially in form of Exhibit A hereto, equal to three percent (3%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The Warrant shall be shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement and expiring on the five-year anniversary of the effective date of the Registration Statement, at an initial exercise price of $[10.00] per share, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of the Shares. The Representative shall have piggyback registration rights for the Warrant for a period of seven years from the effective date of the Registration Statement. The foregoing cash success fee and Warrant shall be paid to MBS for the account of the several Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive travel expenses of the AdvanceUnderwriters to attend any due diligence or road show meetings), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 , (viii) the filing fees incident to the Representative FINRA’s review and approval of the Underwriters’ participation in the offering and placement of the Shares and legal fees and expenses of counsel for the Underwriters and the Underwriters related thereto, (ix) all other reasonable fees, costs and expenses referred to cover its out-of-pocket in Item 13 of Part II of the Registration Statement; provided, that, the aggregate amount of expenses (the “Advance”). The Advance will be returned to payable by the Company pursuant to the extent such out-of-pocket accountable expenses are not actually incurred clauses (i) and (viii) (exclusive of FINRA filing fees) shall in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should event exceed $250,000100,000.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriter, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Underwriter a warrant, substantially in form of Exhibit A hereto, equal to eight percent (8%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to the Underwriter and split among the Underwriter and any selected dealers or underwriters in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative Underwriter in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriter, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriter, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriter of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative Underwriter to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company250,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 30,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000Underwriters or their respective designees a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. The Company has agreed to pay the reasonable and documented out-of-pocket accountable expenses of the Representative in total up to $187,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval of ADSs with the Company, Commission; (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on a national exchange, registrar and transfer agent of the Offered Securities, if applicable; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiiii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (v) the costs of all mailing and printing of the Offering documents; (vi) transfer and/or stamp taxes, if any, payable upon the transfer of the from the Company to Representative; (vii) the fees and expenses of the Company’s accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all fees, expenses and disbursements, to background checks of the Company’s officers and directors by a background search firm acceptable to the Representative, up to $10,000; (x) up to $10,000 of Representative’s actual accountable road show expenses for the Offering; (xi) the $29,500 cost associated with Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (xii) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (xiii) the fees for Representative’s legal counsel, in an amount not to exceed $135,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $50,000 in total expenses in the event that there is not a Closing. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company agrees to pay to the Representative should exceed $250,000.at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised at the Closing and at the Option Closing, as applicable

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or any reasonable fees and expenses reasonably incurred by the RepresentativeRepresentative with the prior written consent of the Company, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse all reasonable, necessary and accountable expenses of the Representative, provided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expenses reasonably incurred by the Representative, up to a maximum aggregate amount of $200,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses and necessary travel expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 70,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance (as defined below)), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. Notwithstanding anything contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Underwriters, including those set forth under items (i), shall not exceed $250,000 in the aggregate (inclusive of the Advance (as defined below)). The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 200,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 [80,000] to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Firm Shares and Additional Firm Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the sale of the Firm Shares and any Additional Firm Shares. The Selling Shareholder shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Resale Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the sale of the Firm Resale Shares.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 55,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no eventAt the Closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1%) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares) as a non-accountable expense of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (ia) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable filing fees and expenses of its legal counsel, roadshow and background check on relating to the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive registration of the Advance), provided that any expense over $5,000 shall require prior written or email approval Ordinary Shares to be sold in this Offering with the SEC and the filing of the Company, offering materials with the Financial Industry Regulatory Authority (ii) all expenses incident to the issuance and delivery of the Offered Securities “FINRA”); (including all printing and engraving costs, if any), (iiib) all fees and expenses relating to the listing of the clearing firm, registrar and transfer agent of Ordinary Shares on the Offered Securities, Nasdaq Global Market; (ivc) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s “blue sky” counsel) unless such filings are not required in connection with the issuance Company’s listing on a national exchange; (d) all fees, expenses and sale disbursements relating to the registration, qualification or exemption of the Offered SecuritiesOrdinary Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all preparation, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparationmailing, printing, filing, shipping and distribution of the offering documents, including but not limited to the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement; (f) transfer and/or stamp taxes, and if any, payable upon the transfer of the Ordinary Shares from the Company to the Underwriters; (viig) all filing fees, attorneys’ the fees and expenses of the Company’s accountants; (h) up to $30,000 of the Underwriters’ actual accountable roadshow expenses and due diligence expenses for the offering; (i) the $29,500 cost associated with the Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (j) the costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; (k) the fees for the Underwriters’ legal counsel, in an amount not to exceed a limit of $150,000; and (l) all fees, expenses, and disbursements relating to background checks of the Company’s directors and officers in an amount not to exceed $10,000 in the aggregate. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $100,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative Underwriters prior to cover its out-of-pocket expenses (the “Advance”)date hereof, including an expense advance to ▇. The Advance will ▇▇▇▇▇ Capital of $75,000, shall be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, on the Closing Date and the Option Closing Date, if any, the outCompany shall pay the Underwriters a non-of-pocket accountable expenses payable expense allowance in the amount equal to 1.0% of the Representative should exceed $250,000gross proceeds of this Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all of payment to the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses Placement Agent of its legal counselCash Fee and non-accountable expense allowance, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount which shall not to exceed $250,000 one percent (inclusive 1%) of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, aggregate gross proceeds raised in this offering; (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus the Prospectus and the ProspectusProspectus Supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventroadshow,” if any; provided that, the out-of-pocket accountable aggregate of the above mentioned fees and expenses payable to the Representative should shall not exceed $250,00010,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (iA) all payment to the Placement Agent of the reasonable its Cash Fee, (B) non-accountable expense allowance, and documented (C) reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence costs and expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 including (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Ordinary Shares; (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (viv) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Disclosure Package, the Prospectus and each Issuer Free Writing Prospectusprospectus supplement, each preliminary prospectus and the Prospectusif any, and all amendments and supplements thereto, and this Agreement, and ; (viivi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (vii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the Offering and distribution of the Securities; (viii) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (ix) all costs and expenses incident to cover the travel and accommodation of the Company’s employees on the “roadshow,” if any; (x) the Placement Agent’s clearing expenses; and (xi) all other fees, costs and expenses referred to in Part II of the Registration Statement, in an amount not to exceed an aggregate of $100,000. Notwithstanding anything to the contrary contained in this Placement Agent Agreement, in the event that no Offering is completed for any reason whatsoever, the Company shall be obligated to pay to the Placement Agent, up to an aggregate cap of $50,000, its actual and accountable out-of-pocket expenses (the “Advance”). The Advance will be returned related to the Company to Placement (including the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(gfees and disbursements of the Placement Agent’s legal counsel). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all out of pocket costs, fees and expenses incurred reasonably ncurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 230,000 (inclusive of the Advance$40,000 advance deposited in connection with the Engagement Letter), ; provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has For the avoidance of doubt, any advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance amounts will promptly be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000incurred.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company covenants and agrees to pay all reasonable, actual, and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and ; (viivi) all filing fees, all fees and expenses in connection with listing the Firm Shares on the Exchange, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions; (vii) the filing fees incident to, any required review by FINRA of the terms of the sale of the Firm Shares; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Firm Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants (in each case, not including the Underwriters and their representatives) and any other costs in connection with the road show; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has advanced $80,000 to will pay D. ▇▇▇▇▇ Capital LLC (on behalf of the Representative to cover its Underwriters) a non-accountable expense allowance of 1% of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representatives’ reasonable and documented accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket expenses costs and expenses, in total up to one hundred and seventy five thousand dollars ($175,000) including but not limited to, (A) fees of legal counsel incurred by the “Advance”). The Advance will be returned to underwriters in connection with the Company to offering; (B) all third party due diligence, including the extent cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such outquantities as the underwriters including Underwriters’ U.S. & local counsel shall reasonably request, (F) background check consultant and (G) any third-of-pocket accountable expenses are not actually incurred party valuation firms retained by the Representatives in accordance connection with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriters, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Underwriters a warrant, substantially in form of Exhibit A hereto, equal to six point seven five percent (6.75%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to Boustead for the account of the Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on travel expenses of the Company’s principalsUnderwriters to attend any due diligence or road show meetings) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 55,000 to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event. (c) Upon the Closing Date, the out-of-pocket accountable expenses payable Company hereby agrees to pay the Representative should exceed Underwriters an advisory fee of $250,00045,000.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Underwriter, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to six point five percent (6.5%) of the first $10,000,000 of the aggregate gross proceeds to the Company from the sale of the Shares and six percent (6%) of the gross proceeds in excess thereof and (y) issue to the Underwriter a warrant, substantially in form of Exhibit A hereto, equal to six point five percent (6.5%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to the Underwriter and split among the Underwriter and any selected dealers or underwriters in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriter (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel up to $75,000 and background check on travel expenses of the Company’s principalsUnderwriter to attend any due diligence or road show meetings up to $50,000) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company220,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriter, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriter, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriter of such qualifications, registrations and exemptions. The Company has advanced $80,000 143,750 to the Representative Underwriter to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Upon the Closing of the Offering and the listing of the Company’s Common Stock on the Nasdaq Capital Market, the Company shall (x) pay the Representative, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Representative a warrant, substantially in form of Exhibit A hereto, equal to three percent (3%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The Warrant shall be shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement and expiring on the five-year anniversary of the effective date of the Registration Statement, at an initial exercise price of $10.00 per share, which is equal to one hundred and twenty five percent (125%) of the initial public offering price of the Shares. The Representative shall have piggyback registration rights for the Warrant for a period of seven years from the effective date of the Registration Statement. The foregoing cash success fee and Warrant shall be paid to MBS for the account of the several Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable including fees and expenses of its legal counsel, roadshow counsel and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive travel expenses of the AdvanceUnderwriters to attend any due diligence or road show meetings), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 , (viii) the filing fees incident to the Representative FINRA’s review and approval of the Underwriters’ participation in the offering and placement of the Shares and legal fees and expenses of counsel for the Underwriters and the Underwriters related thereto, (ix) all other reasonable fees, costs and expenses referred to cover its out-of-pocket in Item 13 of Part II of the Registration Statement; provided, that, the aggregate amount of expenses (the “Advance”). The Advance will be returned to payable by the Company pursuant to the extent such out-of-pocket accountable expenses are not actually incurred clauses (i) and (viii) (exclusive of FINRA filing fees) shall in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should event exceed $250,000100,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow roadshow, cost of book building, prospectus tracking and background check on compliance software for the Company’s principalsoffering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company200,000, (ii) expenses associated with background check on the Company’s senior management and board of directors by a background search firm acceptable to the Representative, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (ivv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (vvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viiviii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company has advanced shall be responsible for the Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $80,000 75,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company to the Representative prior to cover its out-of-pocket expenses (the “Advance”). The Advance will date hereof shall be returned to the Company to the extent such the underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventAdditionally, the outCompany shall pay the Representative a non-of-pocket accountable expenses payable expense allowance in the amount equal to 1.0% of the gross proceeds of this Offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation to the Representative should exceed $250,000Representative).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $200,000, including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced $80,000 50,000 to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances against OPE will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company150,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventaddition, the out-of-pocket accountable expenses payable Company shall pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Securities purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Ordinary Shares (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Ordinary Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to will pay the Representative to cover its Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $220,000.00 including but not limited to, (A) direct, out-of-pocket costs of Underwriters’ legal counsel); (B) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses (connection with the “Advance”)Offering. To partially cover the Representative’s out-of-pocket expenses, the Company has advanced to the Representative approximately $30,000.00. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay all costsexpenses of the offering of Shares, fees and expenses incurred in connection with the transactions contemplated herebyincluding, including without limitation (i) all the fees, disbursements and expenses of counsel to the reasonable Company ; (ii) expenses of preparing, reproducing, mailing and/or delivcrin 8 ƒ e ƒ i Ft g and documented out-of-pocket expenses sales materials, including annual reports, to purchasers ; and (including, but not limited to, travel, due diligence expenses, reasonable iii) such other fees and expenses of its legal counsel, roadshow which the Placement Agent and background check on the Company’s principals) incurred Company mutually agree are payable by the Representative in an aggregate amount not to exceed $250,000 (inclusive Company . 9. Conditions of Placement Agent’s and CompanY's Obligations. The obligations of the Advance), provided that any expense over $5,000 shall require prior written or email approval Placement Agent and the Company to effect the transactions contemplated under this Agreement are subject to the fulfilliiient of the Companyfollowing conditions, any one or more of which may be waived by mutual agreement of the Placement Agent and the Company : (iia) the Placement Agent and the Company shall each have performed and complied in all material respects with the covenants contained in this Agreement required to be performed and complied with by it priot to each date on which the Shares are offered and each of the representations and warranties of the Company and the Placement Agent set forth in this Agreement shall be true and correct in all material respects as of such date ; (b) this Agreement shall have been duly executed and delivered and be in full force and effect ; (c) the Placement Agent and the Company shall have been furnished with such additional information, opinions, certificates and documents as each of them may reasonably request ; and (d) all expenses incident to actions taken by the issuance Placement Agent and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes Company in connection with the issuance and sale of the Offered SecuritiesShares as contemplated herein and in the Confidential Memorandum shall be reasonably satisfactory in form and substance to the Placement Agent, (v) all fees the Company and expenses their respective counsel . If any of the Company’s counselconditions specified in this Section 9 shall not have been fulfilled or waived when and as required by this Agreement to be fulfilled or waived, independent public the Placement Agent or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, as applicable, shall inform the defaulting party in writing ot each condition which has not been fulfilled or waived and shall permit the defaulting party a reasonable time under the circumstances to fulfill such conditions, after which time this Agreement and all of the Placement Agent's or Company's obligations hereunder, as applicable, may be cancelled by the Placement Agent or the Representative, Company by notifying the defaulting party of such cancellation in connection with qualifying writing (which may be delivered by facsimile) at any time at or registering (or obtaining exemptions from prior to the qualification or registration of) all Initial Closing Date or any part subsequent offering date, as applicable, and the sale of the Offered Securities for offer and sale under the state securities Shares to be made at such Initial Closing Date or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” subsequent offering date shall not take place . Any such cancellation or memorandum, and termination shall be without liability of any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 party to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred any other party except that obligations that may arise in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Sections 8 and 10 shall continue after termination of this Agreement .

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of 1% of the gross proceeds from the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also pay the Representative’s accountable expenses in total up to one hundred and ninety thousand dollars ($190,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced one hundred thousand dollars ($80,000 100,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the CompanyRepresentatives, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions. The Company has advanced $80,000 25,000 to the Representative Newbridge Securities Corporation and $25,000 to US Tiger Securities, Inc. to cover its their out-of-pocket expenses (expenses. We have agreed to pay the “Advance”)Representatives an aggregate expense reimbursement up to $135,000. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no event, . (b) We have also agreed to pay the outRepresentatives a non-of-pocket accountable expenses payable expense allowance equal to one (1%) percent of the Representative should exceed $250,000gross offering proceeds received by the Company.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, and (viii) ($[__] to [__] for its services and expenses as the QIU. The In addition, the Company has advanced $80,000 agrees to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to cover its out-of-pocket expenses one percent (1%) of the “Advance”). The Advance will be returned to gross proceeds raised at the Company to Closing and at the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventOption Closing, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000as applicable.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Offered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable Representatives may reasonably request, and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees agreed upon between the Representatives and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (iii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeRepresentatives, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the RepresentativeRepresentatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred incurred, or are less than the advances in accordance with FINRA Rule 5110(g). In no eventWe have also agreed to pay the reasonable and documented Representatives’ accountable expenses in total up to one hundred and sixty six thousand dollars ($166,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering up to one hundred and thirty thousand dollars ($130,000); (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, and (F) background check consultant $6,000. The Company has advanced one hundred thousand dollars ($100,000) to the Representatives to partially cover its out-of-pocket accountable expenses payable to the Representative should exceed $250,000expenses.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company100,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company shall be responsible for ▇▇ ▇▇▇▇▇▇'▇ external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $100,000 in the event that there is not a Closing. For clarification, the Company agrees to pay the Representative’s accountable expenses, including legal costs, in an aggregate amount not to exceed $100,000, and as of the date of this Agreement has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), 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 including, without limitation limitation: (i) all payment to the Placement Agent of its Cash Fee and non-accountable expense allowance, which shall equal to one percent (1%) of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative aggregate gross proceeds raised in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, this offering; (ii) all expenses incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus the Prospectus and the ProspectusProspectus Supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident to cover its out-of-pocket expenses (the travel and accommodation of the Company’s employees on the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventroadshow,” if any; provided that, the out-of-pocket accountable aggregate of the above mentioned fees and expenses payable to the Representative should shall not exceed $250,000[50,000].

Payment of Fees and Expenses. Whether or not (a) On the transactions contemplated in this Agreement are consummated or this Agreement is terminatedFirst Closing Date, the Company agrees to pay Jefferies an advisory fee of $1,000,000 for certain advisory services provided to the Company by Jefferies in connection with the offering of the Offered Shares (the “Advisory Services”). If the Company requests and Jefferies agrees to perform additional services other than the Advisory Services, then the Company and Jefferies shall agree to such additional fees, if any, as are customary for Jefferies taking into account the nature of the additional services to be provided. (b) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesShares, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares to the Underwriters, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus and the Prospectusprospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, and attorneys’ fees and expenses incurred by the Company, Company or the Representative, Underwriters (such attorney’s fees of the Underwriter not to exceed U.S. $12,500) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky lawslaws or the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 , (vii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Representative to cover its out-Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of-pocket expenses (the “Advance”). The Advance will be returned , and disbursements by, counsel to the Underwriters (which such fees shall not exceed U.S. $12,500), (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the costs of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NYSE, and (x) all other fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement. Notwithstanding any of the foregoing to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no eventcontrary, the out-of-pocket accountable expenses payable aggregate amount of any fees to be reimbursed to the Representative should Underwriter under this Section 4 shall not exceed U.S. $250,00025,000. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed an aggregate amount of $250,000 (inclusive of the Advance)200,000, provided that any individual expense over $5,000 shall require the prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities and the Underwriter’s Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities and the Underwriter’s Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities and the Underwriter’s Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each the preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities and the Underwriter’s Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The In addition, the Company has advanced $80,000 shall pay to the Representative to cover its outa non-of-pocket expenses accountable expense allowance of one percent (1%) of the “Advance”). The Advance will be returned to gross proceeds of the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, andpromptly upon receipt of an invoice therefor, if requested for out-of-pocket costs and expenses, up to a maximum aggregate amount of two hundred and fifty thousand dollars ($250,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative, preparing Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses and printing a “Blue Sky Survey” or memorandum, and necessary travel expenses; provided that any supplements thereto, advising expense over $5,000 shall require the Representative of such qualifications, registrations and exemptionsCompany’s prior written approval. The Company has advanced fifty thousand dollars ($80,000 50,000) to the Representative to partially cover its out-of-pocket expenses (the “Advance”)accountable expenses. The Advance advances will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g5110(g)(4). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the 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 including, without limitation limitation: (i) all payment to the Placement Agent of the reasonable its Cash Fee, non-accountable expense allowance, and documented reimbursement of legal and other out-of-pocket expenses (includingfees, but not limited to, travel, due diligence expenses, reasonable fees costs and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not up to exceed Thirty Thousand Dollars ($250,000 (inclusive of the Advance30,000), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), ; (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, Common Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, ; (v) all fees and expenses of the Company’s counsel, registered independent public or certified public accountants accounting firm and other advisors, ; (vi) all costs and expenses to be incurred in connection with the preparation, printing, filing, shipping and distribution filing of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement, and ; (vii) all filing fees, reasonable attorneys’ fees and expenses to be incurred by the Company, Company or the Representative, Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale resale under the state securities or blue sky laws, and, if requested by laws or the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and securities laws of any supplements thereto, advising other country; (viii) the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 filing fees incident to the Representative to cover its out-of-pocket review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; and (ix) the fees and expenses (associated with including the “Advance”). The Advance will be returned to Shares on the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000Trading Market.

Payment of Fees and Expenses. (a) Upon the closing of the Offering, the Company shall (x) pay the Representative, upon the closing of the sale of the Shares, a success fee, payable in cash, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the Shares and (y) issue to the Representative a warrant, substantially in form of Exhibit A hereto, equal to seven percent (7%) of the aggregate gross proceeds to the Company from the offering and sale of the Shares (the “Warrant”). The foregoing cash success fee and Warrant shall be paid to Boustead for the account of the several Underwriters and split among the Underwriters and any selected dealers in such amounts as agreed to among them. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses incurred by the Underwriters (including, but not limited to, travel, due diligence expenses, reasonable excluding fees and expenses of its legal counsel, roadshow and background check on counsel but including travel expenses of the Company’s principalsUnderwriters to attend any due diligence or road show meetings) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company95,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares and the warrant agent, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesShares placed by the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative Underwriters of such qualifications, registrations and exemptions. The Company has advanced $80,000 , (viii) the filing fees incident to FINRA’s review and approval of the Representative Underwriters’ participation in the offering and placement of the Shares and legal fees and expenses of counsel for the Underwriters and the Underwriters related thereto, (ix) all other reasonable fees, costs and expenses referred to cover its out-of-pocket in Item 13 of Part II of the Registration Statement; provided that the aggregate amount of expenses (the “Advance”). The Advance will be returned to payable by the Company pursuant to the extent such out-of-pocket accountable expenses are not actually incurred clauses (viii) (exclusive of FINRA filing fees) and (ix) shall in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should event exceed $250,000100,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) principals incurred by the Representative Underwriters in an aggregate amount not to exceed $250,000 270,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the RepresentativeUnderwriters, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 [*] to the Representative Underwriters to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed $250,000Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminated, BCB will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the Company agrees to pay all costsperformance of the obligations of BCB under this Agreement, including: (i) the fees and expenses of the accountants and counsel for BCB incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the power of attorney executed by each of the Underwriters, the Selected Dealers Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including the reasonable fees and expenses of Underwriters' counsel, except such fees shall not exceed $5,000; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (viii) BCB's travel expenses in connection with meetings with the transactions contemplated hereby, including without limitation brokerage community and institutional investors; (iix) all of the reasonable costs and documented out-of-pocket expenses associated with settlement in same day funds (including, but not limited to, travelinterest or cost of funds expenses), if desired by BCB; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the costs and charges of any transfer (xiii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by BCB; and (xiv) all other costs and expenses reasonably incident to the performance of BCB's obligations hereunder that are not otherwise specifically provided for in this Section 6(a). (b) BCB shall pay as due diligence any state or foreign registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such registration, qualification or filing in the states and foreign jurisdictions in which the Underwriters determine to offer or sell the Shares. (c) On the Closing Date, BCB shall pay the Underwriters a non-accountable expense allowance in the amount of $100,000. (d) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not consummated because BCB elects not to proceed with the offering for any reason or (ii) the Underwriters terminate this Agreement pursuant to Section 10(b) hereof, then BCB will reimburse the Underwriters for their reasonable out-of-pocket expenses, reasonable including, without limitation, fees and expenses disbursements of its legal counselcounsel for the Underwriters, roadshow incurred in connection with investigating, marketing and background check on proposing to market the Company’s principals) incurred by the Representative Shares or in contemplation of performing their obligations hereunder, in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,00050,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company250,000, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”)expenses. The Advance advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(f)(2)(C). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4). In no eventAt the Closing of the Offering, the out-of-pocket accountable expenses payable Company agrees to pay the Representative should exceed $250,000a sum in cash equal to one percent (1 %) of the actual amount of the gross Offering proceeds (which includes any gross proceeds from the sale of any Additional Shares) as a non-accountable expense of the Offering.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iviii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered SecuritiesOffering, (viv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (viv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (viivi) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company has advanced $80,000 to will also pay the Representative to cover its Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to $250,000 including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the Offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant, and (G) necessary travel expenses connection with the Offering. The Company has also agreed to pay the Representative a non-accountable expense, equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Class A Ordinary Shares excluding shares sold pursuant to the exercise of the over-allotment option. The Company and the Representative acknowledge that the Company has previously paid an expense advances to the Underwriters in the amount of $50,000 (the “Advance”)) against the Underwriters’ out-of-pocket costs and expenses. The Any portion of the Advance will not used shall be returned back to the Company to the extent such not incurred in accordance with FINRA Rule 5110(g)(4)(A). The Underwriters’ total out-of-pocket accountable expenses are (including legal fees and expenses) in connection with the Offering shall not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable to the Representative should exceed $250,000.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 180,000 (inclusive of the AdvanceAdvance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g5110(g)(4)(A). In no eventaddition, the out-of-pocket accountable expenses payable Company also agrees pay to the Representative should exceed $250,000Underwriters or their respective designees their pro rata portion (based on the number of Offered Securities purchased) of a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering, including proceeds from the sale of the Additional Shares, if any.

Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) principals incurred by the Representative in an aggregate amount not to exceed $250,000 125,000 (inclusive of the Advance), provided that any expense over $5,000 2,500 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $80,000 49,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g). In no event, the out-of-pocket accountable expenses payable The Company also agrees to pay to the Representative should exceed a non-accountable expense allowance of two percent (2%) of the gross proceeds of the Offering. In addition, the Company also agrees to pay the Representative advisory fees in the amount of $250,00070,000, of which $35,000 have been paid as of the date of this Agreement, with the balance to be paid on the Closing Date.