Common use of Payment of Fees and Expenses Clause in Contracts

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 reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) 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 expires or is terminated, the Company agrees to pay reasonable and actual all 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 incidental (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(4).

Payment of Fees and Expenses. The (a) Subject to the closing of the sale and purchase of the Firm Shares, the Representative shall be entitled to reimbursement from the Company will pay the Underwriters of a non-accountable expense allowance of one percent equal to $100,000 (1%) the “Non-Accountable Expense Allowance”). The Representative shall be entitled to withhold this allowance on the Closing Date related to the purchase of the gross proceeds from Firm Shares. In addition to the Offering upon the Closing payment of the Offering. Whether 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 reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of the Company under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel) incident to the authentication, independent public 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 certified public accountants and other advisors, Blue Sky laws of those states in which the Shares are to be offered or sold; (v) all 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 24 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with Company; (x) any fees or costs payable to the NYSE Amex Equities as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of the Transfer Agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering; ($100,000xiv) 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 Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including the Company to fees and expenses of the extent such out-of-pocket accountable Underwriters’ counsel and expenses are not actually incurred or are less associated with meetings with the brokerage community and institutional investors, other than the advances in accordance with FINRA Rule 5110(g)(4)Company’s travel expenses, postage, facsimile and telephone charges.

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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities ADSs (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesADSs, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 will also reimburse pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses in total up to one two hundred and ninety thousand dollars ($190,000), including, 200,000) including but not limited to, (A) fees of legal counsel incurred by the Representative underwriters in connection with the offeringOffering; (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 To partially cover the Representative’s out-of-pocket expenses, the Company has advanced to the Representative approximately one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses). The 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(g)(4).

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 reasonable all reasonable, actual and actual 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 incidental (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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , 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 accountable expensesexternal counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, promptly upon receipt subject to a cap of an invoice therefor, for out-of-pocket costs and expenses, $50,000 in total up to one hundred and ninety thousand dollars ($190,000), including, but expenses in the event that there is not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;a Closing. The Company has advanced one hundred thousand dollars ($100,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g). In addition, the Company agrees to pay to the Representative 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 allowance, equal to one percent (1%) of the gross proceeds received by the Company from the Offering upon the Closing sale of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representatives may reasonably request, and agreed upon between the Representatives and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Representatives, 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 Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The advances will be returned to the Company will also reimburse to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for extent such out-of-pocket costs accountable expenses are not actually incurred, or are less than the advances in accordance with FINRA Rule 5110(g). We have also agreed to pay the reasonable and expenses, documented Representatives’ accountable expenses in total up to one hundred and ninety seventy five thousand dollars ($190,000), including, 175,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the Representative 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 seventy five thousand dollars ($100,00075,000) to the Representative Representatives to partially cover its out-of-pocket accountable expenses. The advances , which 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)(45110(g)(4)(A).

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). The Company and the Selling Shareholders also agree to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

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 hereby agrees to pay reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery on each of the Offered Securities (including all printing Closing Date and engraving coststhe Option Closing Date, if any), to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (iia) all filing fees and communication expenses relating to the registration of the shares of Common Stock 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 and expenses relating to the listing of such Offered Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to background checks of the clearing firmCompany’s officers and directors; (e) all fees, registrar expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (iiif) all necessary issuefees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Offered Securities; (i) fees and expenses of the transfer and other agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivk) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vl) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Company in connection with qualifying or registering Issuer’s Counsel and other agents and representatives; (or obtaining exemptions from m) the qualification or registration ofCompany’s actual “road show” expenses for the Offering; and (n) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars accountable expenses of the Underwriters ($190,000), including, but not limited to, (Afees and disbursements of Xxxxxx Xxxxxxxxxx LLP’s and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost Underwriters’ performance of any background checks; (C) reasonable roadshow expenses;their obligations hereunder. The Company has advanced one hundred thousand dollars ($100,000) to Representative may deduct from the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned net proceeds of the Offering payable to the Company to on the extent Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable fees, expenses are and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 and will be reimbursed to the extent not actually incurred or are less than the advances offset by actual expenses in accordance with FINRA Rule 5110(g)(45110(g)).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 BCB will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of BCB under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for BCB incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by BCB; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).costs and charges of any transfer

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$150,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions, less any advances previously paid as of the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expensesdate hereof. The 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)(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 addition to the foregoing, the Company agrees to pay reasonable costs of background checks in an amount not to exceed $7,500.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (11.0%) 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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 therefortherefore, for out-of-pocket all reasonable, necessary and accountable costs and expenses, in total up to one two hundred and ninety thousand dollars ($190,000), including, 200,000) including but not limited to, (A) fees of legal counsel incurred by the Representative 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 twenty five thousand dollars ($100,00025,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) 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 reasonable and actual all 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 incidental incurred by the Representative in an aggregate amount not to exceed $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Shares placed by the Representative, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(f)(2)(C).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (11.0%) 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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 therefortherefore, for out-of-pocket all reasonable, necessary and accountable costs and expenses, in total up to one two hundred and ninety seven thousand dollars five hundred ($190,000), including, 200,000) including but not limited to, (A) fees of legal counsel incurred by the Representative 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 twenty five thousand dollars ($100,00025,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances against underwriter’s expenses 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(g)(4).

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1%) expenses of the gross proceeds from the Offering upon the Closing of the OfferingRepresentative 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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions, less any advances previously paid which as of the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;date hereof. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 Middlesex will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of Middlesex under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Middlesex incurred in the preparation of the Offered SecuritiesRegistration 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 Underwriters’ Questionnaire, the power of attorney executed by each of the Underwriters, the Selected Dealer Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose, which shall not exceed $15,000; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Underwriters’ counsel, subject to the limitation on fees set forth in clause (iv) above; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Middlesex’s travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by Middlesex; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering provided the same are approved in advance by Middlesex; ($100,000xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Middlesex; and (xv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of Middlesex’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than Middlesex’s travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

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 reasonable and actual all 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 incidental (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 $200,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 75,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g).

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 reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, Representative for all 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 the reasonable fees, costs and disbursements of its legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost counsel, subject to a maximum reimbursement allowance of any background checks; (C) reasonable roadshow expenses;$250,000. The Company has advanced one hundred thousand dollars ($100,000) shall be responsible for and pay all expenses relating to the Offering, including, as applicable and without limitation, all filing fees and communication expenses relating to the notice filings or registration of the Securities to be sold in the Offering with the SEC and the filing of the offering materials with FINRA; all fees and expenses relating to the listing of the Offered Securities on a U.S. stock exchange as the Company and the Representative together determine; all fees, expenses and disbursements relating to partially cover its background checks of the Company’s officers and directors; all fees, expenses and disbursements relating to the notice, registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate; all fees and expenses associated with the i-Deal system and NetRoadshow; the costs of all mailing and printing of the respective offering documents, registration statement, prospectus and all amendments, supplements and exhibits thereto, and as many copies of such documents as the Representative may reasonably deem necessary; the costs of preparing, printing and delivering certificates representing the Offered Securities; fees and expenses of the transfer agent for the Offered Securities; stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; the fees and expenses of the Company’s accountants and the fees and expenses of the Representative and the Company’s legal counsel and other agents and representatives. Upon the Representative’s request, the Company shall provide an advance for the Representative’s anticipated out-of-pocket accountable expenses. The advances will , which shall be offset against the maximum allowance for the respective Offering or returned to the Company to the extent such out-of-pocket accountable advance exceeds actual expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(45110(g). For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s legal fees and expenses detailed in this section irrespective of whether the Offering is consummated or not and the Company shall be responsible for the reimbursement of the Representative’s accountable expenses irrespective of whether the Offering is consummated or not. The Company will reimburse the Representative directly out of the proceeds from the closing of this Offering.

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 reasonable and actual all 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 incidental (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(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 reasonable and actual all 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 incidental (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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g). The Company also agrees to pay to the Underwriters 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 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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or any reasonable fees and expenses reasonably incurred by the Representative 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’s accountable expenses, promptly upon receipt of an invoice thereforprovided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expensesexpenses reasonably incurred by the Representative, in total up to one hundred and ninety thousand dollars ($190,000), including, 250,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the Representative 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 ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against OPE 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(g)(4).

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). In addition, the Company shall pay to the Underwriters 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 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 reasonable and actual all 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 incidental (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow, cost of book building, prospectus tracking and compliance software for the offering, 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 $204,500, (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), (iiiv) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivvi) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvii) 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 (viviii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by 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 the Representative's external counsel legal costs detailed in connection with this Section irrespective of whether the offering; Offering is consummated or not, subject to a maximum amount of $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 (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) including but without limitation to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4Representative).

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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 therefortherefore, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, 175,000 including but not limited to, (A) fees of legal counsel incurred by the Representative 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 one hundred thousand dollars ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against OPE 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(g)(4).

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 reasonable and actual all 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 incidental (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 $75,000, provided that any expense over $5,000 shall require the prior written 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions. In addition, the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) agrees to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to partially cover its out-of-pocket accountable expenses. The advances will be returned to one percent (1% ) of the Company to gross proceeds raised at the extent such out-of-pocket accountable expenses are not actually incurred or are less than Closing and at the advances in accordance with FINRA Rule 5110(g)(4)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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). At the closing of the Offering, the Company agrees to pay the Representative a 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. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1%) expenses of the gross proceeds from the Offering upon the Closing of the OfferingRepresentative in total up to $209,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable all reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all filing fees and expenses incidental relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) all fees and expenses relating to the listing of the clearing firmCommon Stock on a national estrange, registrar and transfer agent of the Offered Securities, if applicable; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , 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 Offered Securities under the securities laws of such foreign jurisdictions as 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 Offered Securities from the Company to Representative; (vii) the fees and expenses of the Company’s accountable expensesaccountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all reasonable and documented fees and expenses for conducting a net road show presentation; (x) 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 $2,500; (xi) background checks, promptly upon receipt by a background search firm acceptable to Representative on the Company’s senior management and board of an invoice therefor, for out-of-pocket costs and expensesdirectors, in total up an amount not to one hundred exceed $15,000; and ninety thousand dollars (xii) the fees for Representative’s legal counsel, in an amount not to exceed $190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;100,000. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g)(4)(A). The Company has also agreed to reimburse the Representative for the expense of background checks, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, in an amount not to exceed $15,000. In addition, the Company agrees to pay to the Representative 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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances will Advance shall 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(g)(45110(g). In addition, the Company shall pay to the Representative 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 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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances will Advance shall 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(g)(45110(g). In addition, the Company shall pay to the Underwriters 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 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 reasonable and actual all 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 incidental (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 $230,000 (inclusive of the Advance), provided that any expense over $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 60,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 MEI will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of MEI under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for MEI incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) the fees and expenses of any information agent or solicitor engaged in connection with the Directed Subscription Program or otherwise, (iii) all necessary issue, transfer printing and other stamp taxes in connection mailing expenses associated with the OfferingRegistration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement and related documents; (iv) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, Underwriter's counsel in an amount not to exceed $ ________; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vii) MEI's travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by MEI; (Aix) any fees or costs payable to Nasdaq as a result of legal counsel incurred by the Representative in connection with the offering; (Bx) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares and Warrants; (Cxi) the costs and charges of any transfer agent; (xii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering if requested by MEI; ($100,000xiii) all taxes, if any, on the issuance, delivery and transfer of the Units sold by MEI; and (xiv) all other costs and expenses reasonably incident to the Representative to partially cover performance of MEI's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that the Underwriter shall be responsible for its out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than MEI's travel expenses, and the fees and expenses of its counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will Debtors shall pay (i) all expenses incurred by Collateral Agent and its Affiliates, including the Underwriters a non-accountable expense allowance fees, charges and disbursements of one percent (1%) 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 gross proceeds from the Offering upon the Closing of the Offering. Whether 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 reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anythereby shall be consummated), (ii) all fees expenses incurred by Collateral Agent, including the fees, charges and disbursements of any counsel for Collateral Agent in connection with the 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 such expenses incurred during any workout, restructuring or negotiations in respect of the clearing firm, registrar and transfer agent of the Offered Securitiessuch Senior Secured Obligations, (iii) all necessary issuetransfer, transfer and stamp, documentary, or other stamp taxes similar taxes, assessments or charges levied by any Tribunal in connection with respect of this Agreement or any of the Offeringother Financing Documents, (iv) all fees and expenses of the Company’s counselcosts, independent public or certified public accountants expenses, assessments and other advisorscharges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (v) all other 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 (vi) 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 and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket recording 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)lien 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 reasonable and actual all 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 incidental (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances will Advance shall 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(g)(45110(g)(4)(A). In addition, the Company shall pay to the Underwriters 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 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 reasonable and actual all 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 incidental (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of allowance, equal to one percent (1%) of the gross proceeds received by the Company from the Offering upon the Closing sale of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 advances will be returned to the Company will also reimburse to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for extent such out-of-pocket costs accountable expenses are not actually incurred, or are less than the advances in accordance with FINRA Rule 5110(g). We have also agreed to pay the reasonable and expenses, documented Representative’s accountable expenses in total up to one hundred and ninety thousand nine hundred dollars ($190,000), including, 190,900) including but not limited to, (A) reasonable fees of legal counsel incurred by the Representative underwriters in connection with the offeringoffering 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. The 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(g)(4).

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 reasonable and actual all 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 incidental (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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions, and (viii) $75,000 to Northland Securities, Inc. for its services and expenses as the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)QIU.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of allowance, equal to one percent (1%) of the gross proceeds received by the Company from the Offering upon the Closing sale of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 advances will be returned to the Company will also reimburse to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for extent such out-of-pocket costs accountable expenses are not actually incurred, or are less than the advances in accordance with FINRA Rule 5110(g). We have also agreed to pay the reasonable and expenses, documented Representative’s accountable expenses in total up to one hundred and ninety sixty six thousand dollars ($190,000), including, 166,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the Representative underwriters in connection with the offeringoffering 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 Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 95,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of point five percent (0.5%) of the gross proceeds of the Offering relating to the Offered Securities.

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 reasonable and actual all 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 incidental (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 55,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(4). At the Closing of the Offering, the Company agrees to pay the Representative a 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. 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 reasonable and actual all 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 incidental (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, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g)(4)(A). The Company also agrees to pay to the Underwriters 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 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$150,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representatives may reasonably request, and agreed upon between the Representatives and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Representatives, 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 Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The advances will be returned to the Company will also reimburse to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for extent such out-of-pocket costs accountable expenses are not actually incurred, or are less than the advances in accordance with FINRA Rule 5110(g). We have also agreed to pay the reasonable and expenses, documented Representatives’ accountable expenses in total up to one hundred and ninety thousand dollars ($190,000), including, ) including but not limited to, (A) reasonable fees of legal counsel incurred by the Representative 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 fifty thousand dollars ($100,00050,000) to the Representative Representatives to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of the Company under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments (including any Rule 462(b) Registration Statement) 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) all necessary issuethe costs incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the OfferingShares 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, including, without limitation, the reasonable fees and expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose, (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the XXXX, including the reasonable fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors(vi) the filing fees of the SEC, (vvii) all the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided, (viii) the Company's travel expenses in connection with meetings with the brokerage community and institutional investors, (ix) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering; , (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars the cost and charges of the Company's transfer agents, ($100,000xiii) the costs of advertising the offering, including, without limitation, with respect to the Representative placement of "tombstone" advertisements in publications selected by the Representatives, and (xiv) all other costs and expenses reasonably incident to partially cover its the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less brokerage community and institutional investors, other than the advances in accordance with FINRA Rule 5110(g)(4)Company's travel expenses, and the fees and expenses of their counsel for other than Blue Sky and NASD representation.

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 reasonable and actual all 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 incidental (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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g). In addition, the Company shall pay to the Underwriter 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. 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees will pay or cause to pay reasonable be paid, and actual bear or cause to be borne, all costs 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), 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 and related documents as may be required in connection with the transactions contemplated herebyoffering, including without limitation topurchase, sale, issuance or delivery of the Offered Shares and the Blue Sky Memorandum (iand any supplement thereto); (iii) all the costs and expenses incidental incident to the issuance authentication, issuance, sale and delivery of the Offered Securities Shares to the Underwriter; (including iv) the fees, expenses and all printing and engraving costs, if any)other costs of qualifying the Offered Shares for sale under the securities or the Blue Sky laws of those states or foreign jurisdictions in which the Offered Shares are to be offered or sold, (iiv) all the documented fees and expenses of the clearing firm, registrar Underwriter up to and transfer agent of not to exceed $90,000 for the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of Underwriter's counsel and such local counsel as may have been reasonably required, the Company’s counselfees, independent public or certified public accountants expenses and other advisorscosts of, (v) all costs and expenses incurred in connection with or incident to, securing any review or approvals by or from the preparationNASD, 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 (vi) all filing fees, attorneys’ fees costs and expenses incurred by the Company Underwriter in connection with qualifying the preparation for and participation in any road shows or registering (other meetings with the brokerage community, institutional investors or obtaining exemptions from the qualification or registration of) all or any part other potential purchasers of the Offered Securities Shares; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (viii) the Company's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) any fees or costs payable to the AMEX as a result of the offering; (x) the cost of printing certificates for offer the Offered Shares; (xi) the costs and sale under charges of any transfer agent; (xii) all taxes, if any, on the state securities or blue sky laws. The Company will also reimburse issuance, delivery and transfer of the Representative’s accountable expensesOffered Shares sold by the Company; and (xiii) all other costs and expenses reasonably incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, promptly upon receipt of an invoice thereforhowever, except as set forth above, the Underwriter shall be responsible for its own 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 160,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

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 reasonable and actual all 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 incidental (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 $161,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)qualifications, registrations and exemptions.

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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 therefortherefore, for out-of-pocket costs and expenses, in total up to one a maximum aggregate amount of two hundred and ninety thousand dollars ($190,000200,000), includingincusing of any advance paid to the Representative, including but not limited to, (A) fees of legal counsel incurred by the Representative 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 ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against out-of-pocket costs and expenses 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(g)(4).

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 reasonable and actual all 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 incidental (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 $200,000, provided that any individual expense over $5,000 shall require the prior written 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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities and the Underwriter’s Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities and the Underwriter’s Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions. In addition, the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) shall pay to the Representative to partially cover its outa non-of-pocket accountable expenses. The advances will be returned to expense allowance of one percent (1%) of the Company to gross proceeds of the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4)Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 York Water will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of York Water under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the CompanyUnderwriter’s counsel) incident to the authentication, independent public or certified public accountants issuance, sale and other advisors, delivery of the Shares to the Underwriters; (iv) the filing fees of the SEC; (v) all the cost of furnishing to the Underwriters copies of the Registration Statement, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (vi) York Water’s travel expenses, if any, in connection with meetings with the brokerage community and institutional investors; (vii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by York Water; (Aviii) any fees or costs payable to the NASDAQ Global Select Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bix) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters through the facilities of DTC of any background checkscertificates evidencing the Shares; (Cx) the costs and charges of any transfer agent; (xi) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering, the aggregate of which will not exceed $7,500; ($100,000xii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by York Water; and (xiii) all other costs and expenses incurred by York Water that are reasonably incident to the Representative to partially cover its performance of York Water’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to brokerage community and institutional investors, other than York Water’s travel expenses, and the extent such out-of-pocket accountable fees and expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4)of its counsel.

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1%) expenses of the gross proceeds from the Offering upon the Closing of the OfferingRepresentative in total up to $200,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable all reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all filing fees and expenses incidental relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), with the Commission; (ii) all fees and expenses relating to the listing of the clearing firmOrdinary Shares on a national estrange, registrar and transfer agent of the Offered Securities, if applicable; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , 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 Offered Securities under the securities laws of such foreign jurisdictions as 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 Offered Securities from the Company to Representative; (vii) the fees and expenses of the Company’s accountable expensesaccountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all reasonable and documented fees and expenses for conducting a net road show presentation; (x) background checks, promptly upon receipt by a background search firm acceptable to Representative on the Company’s senior management and board of an invoice therefordirectors, up to a maximum of $15,000; and (xi) the fees for out-of-pocket costs and expensesRepresentative’s legal counsel, in total up an amount not to one hundred and ninety thousand dollars (exceed $190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;75,000. The Company has advanced one hundred thousand dollars ($100,000) 100,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g)(4)(A). In addition, the Company agrees to pay to the Representative 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 hereby agrees to pay reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery on each of the Offered Securities (including all printing Closing Date and engraving coststhe Option Closing Date, if any), to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (iia) all filing fees and communication expenses relating to the registration of the shares of Common Stock 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 and expenses relating to the listing of such Offered Securities on the clearing firmExchange and such other stock exchanges as the Company and the Representatives together determine, registrar including any fees charged by DTC for new securities; (d) all fees, expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees); (iiie) all necessary issuefees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representatives may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representatives may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Offered Securities; (h) fees and expenses of the transfer and other agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivj) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vk) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Company in connection with qualifying or registering Issuer’s Counsel and other agents and representatives; (or obtaining exemptions from l) the qualification or registration ofCompany’s actual “road show” expenses for the Offering; and (m) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars accountable expenses of the Underwriters ($190,000), including, but not limited to, (A) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, fees and disbursements of the Underwriters’ legal counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost Underwriters’ performance of any background checks; (C) reasonable roadshow expenses;their obligations hereunder. The Company has advanced one hundred thousand dollars ($100,000) Representatives may deduct from the net proceeds of the Offering payable to the Representative to partially cover its Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable expenses. The advances will fees, expenses and disbursements in connection with the forgoing clause (m) incurred by Underwriters as a result of providing services related to the Offering to be returned to paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 ($80,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent such the Representatives’ out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(45110(g)(4)(A).

Payment of Fees and Expenses. The (a) In connection with the transactions contemplated by this Agreement and the purchase and sale of the Securities, the Company agrees with the Underwriters that it 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 cause to be paid, whether or not the transactions contemplated in this Agreement are consummated offering is completed or this Agreement is terminated (and, if terminated, regardless of the reason for such termination): (i) the fees and expenses incident to the preparation, printing and filing of the Registration Statement and Rule 462(b) Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the fees and expenses incident to the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement Among Underwriters and such other documents as may be required in connection with the offering and the purchase, sale, issuance or delivery of the Securities, (iii) the fees and expenses incident to the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities offered and sold by the Company, to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the fees and expenses incident to the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g) hereof, including the preparation, printing and delivery of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses incident to the preparation, printing, filing and delivery to the Underwriters of copies of each preliminary prospectus, the Statutory Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, (vii) the fees and expenses of any transfer agent, registrar or custodian for the Securities, (viii) the costs and expenses relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities (including the reasonable costs and expenses of the Underwriters), including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by or on behalf of the Company agrees in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of representatives and officers of the Company, the Underwriters and any such consultants in connection with such road show, (ix) the fees and expenses of counsel to pay reasonable the Underwriters in connection with the offering, including, without limitation, fees and actual disbursements in connection with the review by the NASD of the terms of the sale of the Securities and the fees and expenses incident to the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g), and (x) the fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance qualification and delivery listing of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of on the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)Nasdaq National Market.

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 reasonable and actual all 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 incidental (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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by 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 XX Xxxxxx'x external counsel legal costs detailed in connection with this Section irrespective of whether the offering; (B) all third party due diligence include Offering is consummated or not, subject to $100,000 in the cost of any background checks; (C) reasonable roadshow expenses;event that there is not a Closing. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of equal to one percent (11.0%) of the gross proceeds received by the Company from the Offering upon sale of the Closing of securities in the Offering. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representative may reasonably request, and agreed upon between the Representative and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions, less any advances previously paid as of the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expensesdate hereof. The 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)(4). The Company agrees to pay the reasonable and documented Representative’s accountable expenses in total up to $180,000 including but not limited to, (A) reasonable fees of legal counsel incurred by the underwriters in connection with the offering up to a maximum of $150,000; (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 addition to the foregoing, the Company agrees to pay reasonable costs of background checks in an amount not to exceed $30,000.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 Spectrum Control will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of Spectrum Control and the Selling Shareholders under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Spectrum Control incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (iiiii) all necessary issueprinting and mailing expenses associated with the Registration Statement and any post- effective amendments thereto, transfer any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, and other stamp taxes related documents as may be required in connection with the Offeringoffering, purchase, sale, issuance or delivery of the Shares and the Blue Sky Memorandum (ivand any supplement thereto); (iii) all the costs and expenses (other than fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose, except such fees shall not exceed $15,000; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Underwriters' counsel, subject to the limitation on fees set forth in clause (iv) above; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and Spectrum Control's travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by Spectrum Control; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) costs of advertising the offering, including, without limitation, with respect to the Representative placement of "tombstone" advertisements in publications selected by the Representatives; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Spectrum Control; and (xv) all other costs and expenses reasonably incident to partially cover its the performance of Spectrum Control's obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that except as specifically set forth in Section 6(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than Spectrum Control's travel expenses, and the fees and expenses of their counsel for other than with respect to Blue Sky and NASD matters within 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(g)(4)fee limitations set forth above.

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 reasonable and actual all 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 incidental (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 $161,000, (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, provided that the fees and expenses of the clearing firm shall not exceed $12,900, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)qualifications, registrations and exemptions.

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 reasonable and actual all 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 incidental (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 $75,000, provided that any individual expense over $5,000 shall require the prior written 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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 supplement and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions. In addition, the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) agrees to pay the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to a structuring fee of $100,000 upon the Company to closing of the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4)Offering.

Payment of Fees and Expenses. The Company Partnership will pay the Underwriters a non-accountable expense allowance of one percent all costs, expenses, fees and taxes in connection with (1%) the preparation and filing of the gross proceeds from Registration Statement (including fees applicable to 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 reasonable and actual fees and expenses incurred Registration Statement in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery offering of the Offered Securities within the time required by Rule 456(b)(1)(i) under the Act—without reliance on the proviso to Rule 456(b)(1)(i) under the Act—and in compliance with Rule 456(b) and Rule 457(r) under the Act), any preliminary prospectus, the Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Manager and, as applicable, to dealers, investors and prospective investors (including all printing costs of mailing and engraving costs, if anyshipment), (ii2) all fees the registration, issue and expenses of the clearing firm, registrar and transfer agent delivery of the Offered Securities, (iii3) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer offering and sale under the state securities Offered Securities or blue sky laws. The Company will also reimburse laws of such states or other jurisdictions as the Representative’s accountable expensesManager designates and the preparation, promptly upon receipt printing and furnishing to the Manager of an invoice thereformemoranda relating thereto (including the fees and disbursements of counsel to the Manager in connection therewith), (4) the listing of the Offered Securities on the NYSE and any other applicable national and foreign exchanges, (5) any registration of the Offered Securities under the Exchange Act, (6) any filing for out-of-pocket review of the public offering of the Offered Securities by FINRA (including the fees and disbursements of counsel to the Manager in connection therewith), (7) the fees and disbursements of any transfer agent or registrar for the Offered Securities, (8) the costs and expenses, expenses of the Partnership relating to presentations or meetings undertaken in total up connection with the marketing of the offering and sale of the Offered Securities to one hundred prospective investors and ninety thousand dollars the Manager’s sales forces ($190,000if any), including, but not limited towithout limitation, (A) expenses associated with the production of road show slides and graphics, fees and expenses of legal counsel incurred by the Representative any consultants engaged in connection with the offering; (B) all third party due diligence include road show presentations, travel, lodging and other expenses incurred by the officers of the Partnership and any such consultants, and the cost of any background checks; aircraft chartered in connection with the road show, (C9) reasonable roadshow expenses;the fees and disbursements of counsel to the Partnership and of the Partnership’s independent registered public accounting firm and (10) the performance of the Partnership’s other obligations hereunder. The Company has advanced one hundred thousand dollars ($100,000) to Partnership will also cover the Representative to partially cover due diligence and other expenses of the Manager and its out-of-pocket accountable expenses. The advances will be returned to counsel in connection with 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(g)(4)performance of its duties hereunder.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 York Water will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of York Water under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the fees and other stamp taxes in connection expenses of counsel to the Underwriter up to the amount of $50,000 (with the Offering, Underwriter being responsible for any remaining fees and expenses); (iv) all the costs and expenses (other than fees and expenses of the CompanyUnderwriter’s counsel) incident to the authentication, independent public or certified public accountants issuance, sale and other advisors, delivery of the Notes to the Underwriter; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (vii) York Water’s travel expenses, if any, in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with the offeringYork Water; (Bix) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Notes; (Cx) the costs and charges of the Trustee; (xi) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering, the aggregate of which will not exceed $7,500; ($100,000xii) all taxes, if any, on the issuance, delivery and transfer of the Notes sold by York Water; and (xiii) all other costs and expenses incurred by York Water that are reasonably incident to the Representative to partially cover performance of York Water’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that, except as specifically set forth in Section 6(b) hereof, the Underwriter shall be responsible for its out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less brokerage community and institutional investors, other than the advances in accordance with FINRA Rule 5110(g)(4)York Water’s travel expenses.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of allowance, equal to one percent (1%) of the gross proceeds received by the Company from the Offering upon the Closing sale of the OfferingOffered Securities. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation tothe Representatives may reasonably request, and agreed upon between the Representatives and the Company, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Representatives, 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 Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The advances will be returned to the Company will also reimburse to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for extent such out-of-pocket costs accountable expenses are not actually incurred, or are less than the advances in accordance with FINRA Rule 5110(g). We have also agreed to pay the reasonable and expenses, documented Representatives’ accountable expenses in total up to one hundred and ninety seventy five thousand dollars ($190,000), including, 175,000) including but not limited to, (A) reasonable fees of legal counsel incurred by the Representative 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 seventy five thousand dollars ($100,00075,000) to the Representative Representatives to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

Payment of Fees and Expenses. The Company (a) Except as set forth in this clause (a), the Fund will pay the Underwriters a non-accountable expense allowance of one percent (1%) bear all expenses of the gross proceeds from offering of Units, including, without limitation (i) the Offering upon fees, disbursements and expenses of counsel to the Closing 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 Offeringforegoing 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. Whether or not (vi) the transactions contemplated FINRA filing fees incurred by the Fund in this Agreement are consummated or this Agreement is terminatedconnection with the offering of the Units, (vii) the Company agrees to pay reasonable and actual 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 out-of-pocket expenses incurred by the Placement Agent or any Sub-Placement Agent in marketing the Units and any additional amounts it or they may incur or may have incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery marketing of the Offered Securities Units; and (including all printing x) such other fees and engraving costsexpenses which the Placement Agent and the Fund mutually agree are payable by the Fund. Notwithstanding the foregoing, if anythe Fund shall not bear any expenses pursuant to clauses (vii), (iiix) all fees and expenses or (x) above which exceed, in the aggregate, 0.5% of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred aggregate Commitments drawn down by 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. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)Fund.

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 30,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 reasonable be paid, and actual bear or cause to be borne, all costs and expenses incident to the performance of the obligations of the Company and the Selling Shareholders 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), 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 and related documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Offered Shares and the Blue Sky Memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters' counsel, except such fees incurred in connection with the transactions contemplated hereby, including without limitation to, (iBlue Sky and NASD filings or exemptions as provided herein) all expenses incidental incident to the issuance authentication, issuance, sale and delivery of the Offered Securities Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Offered Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Offered Shares are to be offered or sold, including all printing the reasonable fees and engraving costsexpenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose; (v) the fees, if any)expenses and other costs of, (ii) all or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the clearing firm, registrar and transfer agent Underwriters' counsel; (vi) the filing fees of the Offered SecuritiesSEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (iiiviii) all necessary issue, transfer and other stamp taxes the Company's travel expenses in connection with meetings with the Offering, brokerage community and institutional investors; (ivix) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with Company; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Offered Shares; (Cxii) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars the costs and charges of any transfer agent; ($100,000xiii) all taxes, if any, on the issuance, delivery and transfer of the Offered Shares sold by the Company; and (xiv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of the Company's and the Selling Shareholders' obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that except as specifically set forth in Section 8(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less brokerage community and institutional investors, other than the advances in accordance Company's travel expenses, and the fees and expenses of their counsel for other than with FINRA Rule 5110(g)(4)respect to Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in by this Agreement are consummated or and regardless of the reason this Agreement is terminatedterminated in accordance with its terms, the Company agrees CWCO will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of CWCO and the Selling Shareholders under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for CWCO incurred in the preparation of the Offered SecuritiesRegistration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (iiiii) all necessary issueprinting and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, transfer any Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters and other stamp taxes related documents as may be required in connection with the Offeringoffering, purchase, sale, issuance or delivery of the Shares and the Preliminary Blue Sky Memorandum (ivand any supplement thereto); (iii) all the costs and expenses (other than fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Underwriters' counsel; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement Statement, Preliminary Prospectuses and Prospectuses as herein provided; (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 (viviii) all filing fees, attorneys’ fees and CWCO's travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by CWCO; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) costs of advertising the offering, including, without limitation, with respect to the Representative placement of "tombstone" advertisements in publications selected by the Representatives; (xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by CWCO; and (xv) all other costs and expenses reasonably incident to partially cover its the performance of CWCO's obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that, except as specifically set forth in Section 8(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than CWCO's travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) 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 reasonable and actual all 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 incidental incurred by the Representatives, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offering, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Representatives, 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 Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions. The Company will also reimburse the Representative’s accountable expenseshas advanced $25,000 to Newbridge Securities Corporation and $25,000 to US Tiger Securities, promptly upon receipt of an invoice therefor, for Inc. to cover their out-of-pocket costs and expenses, in total . We have agreed to pay the Representatives an aggregate expense reimbursement up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(45110(g)(4)(A).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 Artesian Resources will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of Artesian Resources under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Artesian Resources incurred in the preparation of the Offered SecuritiesRegistration 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 Underwriters' Questionnaire, the power of attorney executed by each of the Underwriters, the Selected Dealer Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) the fees, expenses and all necessary issueother 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, transfer including the reasonable fees and other stamp taxes in connection with the Offering, expenses of Underwriters' counsel and such local counsel as may have been reasonably required and retained for such purpose; (iv) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, including the reasonable fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants provided that the aggregate fees and other advisors, expenses for Underwriters' counsel and local counsel under this clause (iv) and clause (iii) above shall not exceed $10,000; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vii) Artesian Resources' travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by Artesian Resources; (Aix) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bx) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxi) the costs and charges of any transfer agent; (xii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering; ($100,000xiii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Artesian Resources; and (xiv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of Artesian Resources' obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than Artesian Resources' travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

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 reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company to the extent such out-out- of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of the Company under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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, the Agreement Among Underwriters, the Underwriters’ Questionnaire, the power of attorney executed by each of the Underwriters, the Selected Dealer Agreement and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriters’ counsel) incident to the authentication, independent public 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 certified public accountants Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold (other than fees and other advisors, expenses of Underwriters’ counsel); (v) all the fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (other than fees and expenses of the Underwriters’ counsel), (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, the Disclosure Package, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) the Company’s travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with Company; (x) any fees or costs payable to Nasdaq as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering provided the same are approved in advance by the Company; ($100,000xiv) 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 Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less brokerage community and institutional investors, other than the advances in accordance with FINRA Rule 5110(g)(4)Company’s travel expenses, and the fees and expenses of their counsel.

Payment of Fees and Expenses. The Company will agrees (a) to pay the Underwriters a non-accountable expense allowance of one percent (1%) or reimburse each 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 terminatedAgents, the Company agrees to pay Joint Lead Arrangers, the Co-Arrangers and the Lender Parties for all reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all documented out-of-pocket costs and expenses incurred in connection with the preparation, printingexecution, filingdelivery and administration of, shipping and distribution any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith (whether or not such amendment, supplement or modification becomes effective), and the syndication, consummation and administration of the Registration Statement (transactions contemplated hereby and thereby, including financial statementsthe reasonable fees and disbursements of a single counsel to the Administrative Agent, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus the Collateral Agent and the Prospectus, Lender Parties and all amendments filing and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ recording fees and expenses incurred by expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Closing Date (in connection with qualifying the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or registering (such other periodic basis as the Administrative Agent or obtaining exemptions from the qualification or registration of) all or any part Collateral Agent shall deem appropriate, in each case where applicable, pursuant to and subject to the terms of the Offered Securities Fee Letters, (b) to pay or reimburse each Lender Party, the Administrative Agent and the Collateral Agent for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for all its 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 expenses incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost enforcement or Table of Contents preservation of any background checks; rights under this Agreement, the other Loan Documents and any such other documents (Cincluding in connection with the insolvency or bankruptcy of the Company or any work-out or restructuring transaction), including the reasonable fees and disbursements of a single counsel to the Lender Parties, the Administrative Agent and the Collateral Agent and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) reasonable roadshow expenses;. The Company has advanced and special counsel for each relevant specialty (and, in the case of an actual or potential conflict of interest, one hundred thousand dollars additional counsel in each relevant jurisdiction for each group of affected Persons that are similarly situated taken as a whole), ($100,000c) to pay, indemnify, and hold each Lender Party and each Agent harmless from, any and all recording and filing fees, that may be payable or determined to be payable in connection with the Representative execution and delivery of, or consummation or administration or enforcement of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to partially cover its pay, indemnify and hold each Lender Party and each Agent and their respective officers, directors, employees, affiliates, advisors, trustees, agents and controlling Persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or reasonable out-of-pocket accountable expensescosts and expenses of any kind or nature whatsoever (other than any taxes except for such taxes that represent losses, claims, damages, etc. The advances will be returned arising from any non-tax claim) with respect to the execution, delivery, enforcement and performance of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such outIndemnified Liabilities are found by a final non-ofappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by Requirements of Law, the Company agrees not to assert and hereby waives all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.16 shall be payable not later than 10 days after written demand therefor and, to the extent any other Loan Document provides for a similar indemnification obligation by the Company, shall be calculated without double counting. Statements payable by the Company pursuant to this Section 9.16 shall be submitted to General Counsel (Telephone No. ), at the address of the Company set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent and the Collateral Agent. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages are found by a final non-pocket accountable expenses are not actually incurred appealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or are less than willful misconduct of such Indemnitee. The agreements in this Section 9.16 shall survive the advances in accordance with FINRA Rule 5110(g)(4)termination of this Agreement and the repayment of the Credit Facility Obligations.

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 reasonable and actual all 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 incidental (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 $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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 70,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g). The Company also agrees to pay to the Representative a non-accountable expense allowance of one percent (1.0%) of the gross proceeds of the Offering.

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 hereby agrees to pay reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery on each of the Offered Securities (including all printing Closing Date and engraving coststhe Option Closing Date, if any), to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (iia) all filing fees and communication expenses relating to the registration of the shares of Common Stock 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 and expenses relating to the listing of such Offered Securities on the clearing firmExchange and such other stock exchanges as the Company and the Representative together determine, registrar including any fees charged by DTC for new securities; (d) all fees, expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (iiie) all necessary issuefees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Offered Securities; (h) fees and expenses of the transfer and other agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivj) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vk) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Company in connection with qualifying or registering Issuer’s Counsel and other agents and representatives; (or obtaining exemptions from l) the qualification or registration ofCompany’s actual “road show” expenses for the Offering; and (m) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars accountable expenses of the Underwriters ($190,000), including, but not limited to, (A) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors, fees and disbursements of the Underwriters’ legal counsel and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost Underwriters’ performance of any background checks; (C) reasonable roadshow expenses;their obligations hereunder. The Company has advanced one hundred thousand dollars ($100,000) Representative may deduct from the net proceeds of the Offering payable to the Representative to partially cover its Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable expenses. The advances will fees, expenses and disbursements in connection with the forgoing clause (m) incurred by Underwriters as a result of providing services related to the Offering to be returned to paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $250,000 ($80,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent such the representative’s out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(45110(g)(4)(A).

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 reasonable and actual all 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 incidental (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 $180,000 (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g)(4)(A). In addition, the Company also agrees pay to the Underwriters 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. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1%) expenses of the gross proceeds from the Offering upon the Closing of the OfferingRepresentative in total up to $229,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable all reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all filing fees and expenses incidental relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), ADSs with the Commission; (ii) all fees and expenses relating to the listing of the clearing firmADSs on a national exchange, registrar and transfer agent of the Offered Securities, if applicable; (iii) all necessary issuefees, transfer expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other stamp taxes jurisdictions as XX Xxxxxx may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be XX Xxxxxx’x counsel) unless such filings are not required in connection with the OfferingCompany’s proposed listing on a national exchange, if applicable; (iv) all fees, expenses and disbursements relating to the registration, qualification or exemption of the ADSs under the securities laws of such foreign jurisdictions as 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 ADSs from the Company to Representative; (vii) the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (v) 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 (viviii) all filing fees, attorneys’ fees and communication expenses incurred by associated with the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part review of the Offered Securities for offer Offering by FINRA; (ix) any reasonable cost and sale under expenses in conducting background checks of the state securities or blue sky laws. The Company will also reimburse Company’s officers and directors by a background search firm acceptable to the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total ; (x) up to one hundred $20,000 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 ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with compliance software for the offering; (Bxii) all third party due diligence include the cost costs associated with bound volumes of any background checksthe Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (Cxiii) reasonable roadshow expenses;the fees for Representative’s legal counsel, in an amount not to exceed $175,000. 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 $100,000 in total expenses in the event that there is not a Closing. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g)(4)(A). In addition, the Company agrees to pay to the Representative 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%a) 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 reasonable and actual all 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 incidental incurred by the Underwriter in an aggregate amount not to exceed $150,000, (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 and the warrant agent, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Shares placed by the Underwriter, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Underwriter, 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. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice thereforand, 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 if requested by the Representative in connection with Underwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the offering; (B) all third party due diligence include the cost Underwriter of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative Underwriter to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(f)(2)(C).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 York Water will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of York Water under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 and this Agreement; (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s Underwriter's counsel) incident to the authentication, independent public or certified public accountants issuance, sale and delivery of the Shares to the Underwriter; (iv) the fees, expenses and other advisorscosts of, or incident to, securing any review or approvals by or from the NASD, (other than the fees and expenses of the Underwriter's counsel), provided that the aggregate fees and expenses under this clause (iv) and clause (iii) above shall not exceed $15,000; (v) all the filing fees of the SEC; (vi) the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vii) York Water's travel expenses in connection with meetings with the brokerage community and institutional investors; (viii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by York Water; (Aix) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bx) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares; (Cxi) the costs and charges of any transfer agent; (xii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering the aggregate of which shall not exceed $5,000; ($100,000xiii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by York Water; and (xiv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of York Water's obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that, except as specifically set forth in Section 8(c) hereof, the Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than York Water's travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)NASD matters.

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 reasonable and actual all 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 incidental (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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of an invoice thereforsuch qualifications, for out-of-pocket costs registrations and expensesexemptions, in total up to one hundred and ninety thousand dollars (viii) ($190,000)[__] to [__] for its services and expenses as the QIU. In addition, including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) agrees to pay to the Representative at the Closing or Option Closing, as applicable, a non-accountable expense allowance equal to partially cover its out-of-pocket accountable expenses. The advances will be returned to one percent (1%) of the Company to gross proceeds raised at the extent such out-of-pocket accountable expenses are not actually incurred or are less than Closing and at the advances in accordance with FINRA Rule 5110(g)(4)Option Closing, as applicable.

Payment of Fees and Expenses. The Company (a) Except as set forth in this clause (a), the Fund will pay the Underwriters a non-accountable expense allowance of one percent (1%) bear all expenses of the gross proceeds from offering of Units, including, without limitation (i) the Offering upon fees, disbursements and expenses of counsel to the Closing 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 Offeringforegoing 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. Whether or not (vi) the transactions contemplated FINRA filing fees incurred by the Fund in this Agreement are consummated or this Agreement is terminatedconnection with the offering of the Units, (vii) the Company agrees to pay reasonable and actual 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 out-of-pocket expenses incurred by the Placement Agent or any Sub-Placement Agent in marketing the Units and any additional amounts it or they may incur or may have incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery marketing of the Offered Securities Units; and (including all printing x) such other fees and engraving costsexpenses which the Placement Agent and the Fund mutually agree are payable by the Fund. Notwithstanding the foregoing, if anythe Fund shall not bear any expenses pursuant to clauses (vii), (iiix) all fees and or (x) above or any expenses pursuant to Exhibit A attached hereto (other than those incurred pursuant to clause (d) thereof), which exceed, in the aggregate, (1) 0.5% of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred aggregate Commitments drawn down by the Company in connection with qualifying or registering Fund, minus (or obtaining exemptions from 2) any similar expenses borne by Xxxxxxx Xxxxx Private Markets Fund 2018 LLC (the qualification or registration of“Master Fund”) 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, promptly upon receipt of an invoice therefor, 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 indirectly borne by the Representative Fund through its investment in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)Master Fund.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 CWCO will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of CWCO under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for CWCO incurred in the preparation of the Offered SecuritiesRegistration 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 Underwriters' Questionnaire, the power of attorney executed by each of the Underwriters and the Selected Dealer Agreement and related documents; (iii) all necessary issuethe fees, transfer expenses and other stamp taxes in connection with costs of, or incident to, securing any review or approvals by or from the OfferingNASD, (iv) all including the reasonable fees and expenses of the Company’s Underwriters' counsel, independent public or certified public accountants provided that the aggregate fees and other advisors, expenses for Underwriters' counsel under this clause (iii) shall not exceed [$10,000]; (iv) the filing fees of the SEC; (v) all the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vi) CWCO's travel expenses in connection with meetings with the brokerage community and institutional investors; (vii) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by CWCO; (Aviii) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bix) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cx) the costs and charges of any transfer agent; (xi) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering; ($100,000xii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by CWCO; and (xiii) all other costs and expenses reasonably incident to the Representative to partially cover its performance of CWCO's obligations hereunder that are not otherwise specifically provided for in this Section 8(a); provided, however, that the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than CWCO's travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)NASD matters.

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 reasonable and actual all 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 incidental (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, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(f)(2)(C).

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 reasonable and actual all 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 incidental (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(4). At the Closing of the Offering, the Company agrees to pay the Representative a 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. 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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees to pay reasonable and actual (or to reimburse if paid by the Underwriters) all costs, expenses, fees and expenses incurred taxes in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental the preparation and filing of the Registration Statement, the Disclosure Package and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the issuance Underwriters and delivery of the Offered Securities to dealers (including all printing costs of mailing and engraving costs, if anyshipment), (ii) all the registration, issue, sale and delivery of the Shares, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the preparation of this Agreement, any agreement among Underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state or foreign laws (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for listing on the NASDAQ Stock Market, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes any consultants engaged in connection with the Offeringroad show presentations, (iv) all fees travel, lodging and other expenses incurred by the officers of the Company’s counselCompany and any such consultants, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred the cost of any aircraft chartered in connection with the preparationroad show, 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 (viix) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for Xxxxxx’x reasonable out-of-pocket costs non-accountable expenses incurred by Xxxxxx, including without limitation fees and expensesdisbursements of Underwriters’ counsel, in total up an amount not to one hundred exceed $60,000, and ninety thousand dollars ($190,000), including, but not limited to, (Ax) fees the performance of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)Company’s other obligations 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 hereby agrees to pay reasonable and actual fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery on each of the Offered Securities (including all printing Closing Date and engraving coststhe Option Closing Date, if any), to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (iia) all filing fees and communication expenses relating to the registration of the shares of Common Stock 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 and expenses relating to the listing of such Offered Securities on the clearing firmExchange and such other stock exchanges as the Company and the Representative together determine, registrar including any fees charged by DTC for new securities; (d) all fees, expenses and transfer agent disbursements relating to the registration or qualification of the Offered SecuritiesSecurities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees); (iiie) all necessary issuefees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Offered Securities; (h) fees and expenses of the transfer and other agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes in connection with taxes, if any, payable upon the Offering, transfer of securities from the Company to the Underwriters; (ivj) all the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, accountants; (vk) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by of the Company in connection with qualifying or registering Issuer’s Counsel and other agents and representatives; (or obtaining exemptions from l) the qualification or registration ofCompany’s actual “road show” expenses for the Offering; and (m) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars accountable expenses of the Underwriters ($190,000), including, but not limited to, (Afees and disbursements of HTFL, all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost Underwriters’ performance of any background checks; (C) reasonable roadshow expenses;their obligations hereunder. The Company has advanced one hundred thousand dollars ($100,000) to Representative may deduct from the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned net proceeds of the Offering payable to the Company to on the extent Closing Date, or each Option Closing Date, if any, all such out-of-pocket accountable fees, expenses are and disbursements in connection with the forgoing clause (n) incurred by Underwriters as a result of providing services related to the Offering to be paid by the Company to the Underwriters up to a maximum aggregate expense allowance of $180,000 ($25,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not actually incurred or are less than the advances offset by actual expenses in accordance with FINRA Rule 5110(g)(45110(g)).

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 reasonable and actual all 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 incidental (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 $100,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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 will also reimburse shall be responsible for XX Xxxxxx'x 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expensesincluding legal costs, in total up an aggregate amount not to one hundred exceed $100,000, and ninety thousand dollars ($190,000), including, but not limited to, (A) fees as of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost date of any background checks; (C) reasonable roadshow expenses;. The Company this Agreement has advanced one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances advance 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(g)(45110(g).

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 reasonable and actual all 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 incidental (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 $150,000, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with of such qualifications, registrations and exemptions. In addition, the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) shall pay to the Representative to partially cover its outUnderwriters or their respective designees their pro rata portion (based on the number of Securities purchased) of a non-of-pocket accountable expenses. The advances will be returned to expense allowance of one percent (1%) of the Company to gross proceeds of the extent such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4)Offering.

Payment of Fees and Expenses. The (a) Subject to the closing of the sale and purchase of the Firm Shares, the Underwriter shall be entitled to reimbursement from the Company will pay the Underwriters of a non-accountable expense allowance of one percent equal to $50,000 (1%) the “Non-Accountable Expense Allowance”). The Underwriter shall be entitled to withhold this allowance on the Closing Date related to the purchase of the gross proceeds from Firm Shares. In addition to the Offering upon the Closing payment of the Offering. Whether 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 reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of the Company under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for the Company incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the CompanyUnderwriter’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses except any required fees incurred in connection with Blue Sky and FINRA filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriter; (iv) the fees, shipping expenses and distribution 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, including the reasonable fees and expenses of Underwriter’s counsel and such local counsel as may have been reasonably required and retained for such purpose; (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 Underwriter’s counsel); (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and Prospectuses as herein provided; (viii) if applicable, the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees and Company’s travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, (A) fees interest or cost of legal counsel incurred funds expenses), if desired by the Representative in connection with Company; (x) any fees or costs payable to the NASDAQ Global Market as a result of the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter through the facilities of DTC of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering; ($100,000xiv) 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 Representative to partially cover its performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a); provided, however, the Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances will be returned to , including those associated with meetings with the Company to the extent such out-of-pocket accountable expenses are not actually incurred or are less brokerage community and institutional investors, other than the advances in accordance Company’s travel expenses, and the fees and expenses of their counsel for other than with respect to any applicable Blue Sky and FINRA Rule 5110(g)(4)matters.

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 by this Agreement are consummated or and regardless of the reason this Agreement is terminated, the Company agrees to pay reasonable and actual (or to reimburse if paid by the Underwriters) all costs, expenses, fees and expenses incurred taxes in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental the preparation and filing of the Registration Statement, the Disclosure Package and the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the issuance Underwriters and delivery of the Offered Securities to dealers (including all printing costs of mailing and engraving costs, if anyshipment), (ii) all the registration, issue, sale and delivery of the Shares, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the preparation of this Agreement, any agreement among Underwriters, any dealer agreements, any powers of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state or foreign laws (including the legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for listing on the NASDAQ Stock Market, LLC, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters in an amount not to exceed $15,500.00, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes any consultants engaged in connection with the Offeringroad show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ivix) all the fees and expenses other disbursements of counsel to the Underwriter in an amount not to exceed $80,000.00 and (x) the performance of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)obligations 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 reasonable and actual all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities Shares (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Shares to Xxxxx, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or Xxxxx 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. The Company will also reimburse , and, if requested by Xxxxx, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising Xxxxx of such qualifications, registrations and exemptions, (vii) the Representativefiling fees in connection with the NASD’s accountable expensesreview and approval of Xxxxx’x participation in the offering and distribution of the Shares, promptly upon receipt (viii) the fees and expenses associated with including the Shares on the Nasdaq Global Market, (ix) all other fees, costs and expenses referred to in Item 14 of an invoice thereforPart II of the Registration Statement, for and (x) all reasonable out-of-pocket costs expenses of Xxxxx, including the fees, disbursements and expensesexpenses of Xxxxx’x counsel, in total up to one hundred and ninety thousand dollars payable upon receipt from Xxxxx of an invoice therefor ($190,000)provided, includinghowever, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company to the extent that such out-of-pocket accountable expenses are shall not actually incurred or are less than exceed $50,000, unless approved by the advances in accordance with FINRA Rule 5110(g)(4Company, which approval shall not be unreasonably withheld).

Payment of Fees and Expenses. The Company will pay the Underwriters Underwriter a non-accountable expense allowance of one percent (1%) 1.0% 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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Underwriter, 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 Underwriter, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the RepresentativeUnderwriter’s accountable expenses, promptly upon receipt of an invoice therefortherefore, for out-of-pocket costs and expenses, in total up to one three hundred and ninety thousand dollars ($190,000), including, 300,000) including but not limited to, (A) fees of legal counsel incurred by the Representative Underwriter 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 Underwriter including Underwriter’s US & local counsel shall reasonably request, and (F) background check consultant. The Company has advanced one hundred thousand dollars ($100,000) to the Representative Underwriter to partially cover its out-of-pocket accountable expenses. Any expense over $5,000 shall require prior written or email approval of the Company. The advances against OPE 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(g)(4).

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 terminatedall costs, the Company agrees to pay reasonable and actual expenses, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with (1) the Offering, (iv) all fees preparation and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution filing of the Registration Statement (including financial statements, exhibits, schedules, consents fees applicable to the Registration Statement in connection with the offering of the Shares within the time required by Rule 456(b)(1)(i) under the Act—without reliance on the proviso to Rule 456(b)(1)(i) under the Act—and certificates of expertsin compliance with Rule 456(b) and Rule 457(r) under the Act), each Issuer Free Writing Prospectusany preliminary prospectus, each preliminary prospectus and the General Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and all any amendments and or supplements thereto, and this Agreementthe printing and furnishing of copies of each thereof to the Manager and, as applicable, to dealers, investors and prospective investors (viincluding costs of mailing and shipment), (2) all filing feesthe registration, attorneys’ issue and delivery of the Shares, (3) the qualification of the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Manager designates and the preparation, printing and furnishing to the Manager of memoranda relating thereto (including the fees and disbursements of counsel to the Manager in connection therewith), (4) the listing of the Shares on the NYSE and any other applicable national and foreign exchanges, (5) any registration of the Shares under the Exchange Act, (6) any filing for review of the public offering of the Shares by FINRA (including the fees and disbursements of counsel to the Manager in connection therewith), (7) the fees and disbursements of any transfer agent or registrar for the Shares, (8) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors, 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, travel, lodging and other expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part officers of the Offered Securities for offer Company and sale under any such consultants, (9) the state securities or blue sky lawsfees and disbursements of counsel to the Company and of the Company’s independent registered public accounting firm and (10) the performance of the Company’s other obligations hereunder. The Company Except as provided in this Agreement, the Manager will also reimburse the Representative’s accountable expenses, promptly upon receipt pay all of an invoice therefor, for out-of-pocket its own costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) including the fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)their counsel.

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) 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 reasonable and actual all 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 incidental incurred by the Representatives, (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offering, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Representatives, 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 Representatives, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions. The Company will also reimburse the Representative’s accountable expenseshas advanced $25,000 to Newbridge Securities Corporation and $25,000 to US Tiger Securities, promptly upon receipt of an invoice therefor, for Inc. to cover their out-of-pocket costs and expenses, in total . We have agreed to pay the Representatives an aggregate expense reimbursement up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses135,000. The 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(g)(45110(g)(4)(A).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 BCB will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of BCB under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for BCB incurred in the preparation of the Offered SecuritiesRegistration 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 Selected Dealers Agreement and related documents and the Preliminary Blue Sky Memorandum (and any supplement thereto); (iii) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all 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 brokerage community and institutional investors; (ix) the costs and expenses incurred associated with settlement in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement same day funds (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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by BCB; (Ax) any fees or costs payable to the Nasdaq National Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of any background checksprinting certificates for the Shares; (Cxii) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars the costs and charges of any transfer agent; ($100,000xiii) 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 Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company to the extent such out-of-pocket accountable expenses performance of BCB's obligations hereunder that are not actually incurred or are less than the advances otherwise specifically provided for in accordance with FINRA Rule 5110(g)(4this Section 6(a).

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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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 pay the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses in total up to one hundred and ninety thousand dollars ($190,000), including, ) including but not limited to, (A) fees of legal counsel incurred by the Representative underwriters in connection with the offeringOffering; (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 ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).

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 reasonable and actual all 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 incidental (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), (iiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) [●] to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(4). At the Closing of the Offering, the Company agrees to pay the Representative a 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. 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 reasonable and actual all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (ia) all filing fees and expenses incidental relating to the issuance and delivery registration of the Offered Securities Class A Ordinary Shares to be sold in this offering with the SEC and the filing of the offering materials with the Financial Industry Regulatory Authority (including all printing and engraving costs, if any“FINRA”), ; (iib) all fees and expenses relating to the listing of the clearing firmClass A Ordinary Shares on the Nasdaq Capital Market; (c) all fees, registrar expenses and transfer agent disbursements relating to the registration or qualification of such Class A Ordinary Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s “blue sky” counsel); (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered SecuritiesClass A Ordinary Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (e) the costs of all mailing and printing of the offering documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of the Class A Ordinary Shares from the Company to the Representative; (iiig) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s accountants; (h) up to $54,500 of the Representative’s various actual accountable expenses for the offering, including up to $20,000 of the Representative’s actual accountable road show expenses for the offering, the $29,500 cost associated with the Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering, and 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; (i) the fees and expense for the background check on the Company’s senior management and board of directors up to $10,000; (j) the fees for the Representative’s legal counsel, independent public or certified public accountants and other advisors, in an amount not to exceed a limit of $175,000; (vk) 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 (vil) all filing fees, attorneys’ fees and expenses incurred by the Company 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 will also reimburse shall be responsible for the Representative’s accountable expensesexternal counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, promptly upon receipt subject to a maximum amount of an invoice therefor, for out-of-pocket costs and expenses, $150,000 in total up to one hundred and ninety thousand dollars ($190,000), including, but the event that there is not limited to, (A) fees a Closing. Any unused portion of legal counsel incurred the advances paid by the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative prior to partially cover its out-of-pocket accountable expenses. The advances will the date hereof shall be returned to the Company to the extent such the Representative’s out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(45110(g)(4)(A). 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. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 Republic will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of Republic under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Republic incurred in the preparation of the Offered SecuritiesRegistration 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) all necessary issuethe costs and expenses incident to the authentication, transfer issuance, sale and other stamp taxes in connection with delivery of the Offering, 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 the Company’s Underwriters' counsel, independent public or certified public accountants and other advisors, except such fees shall not exceed $5,000; (v) all the fees, expenses and other costs and expenses incurred in connection with of, or incident to, securing any review or approvals by or from the preparation, printing, filing, shipping and distribution NASD; (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement (including financial statementsStatement, 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefor, 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 in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars ($100,000) to the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4).Preliminary Prospectuses and

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 reasonable and actual all 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 incidental (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 $230,000 (inclusive of the Advance), (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, (iiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Offered Securities, (ivv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vvi) 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 (vivii) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , and, if requested by the Representative’s accountable expenses, promptly upon receipt of an invoice thereforpreparing and printing a “Blue Sky Survey” or memorandum, for out-of-pocket costs and expensesany supplements thereto, in total up to one hundred and ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by advising the Representative in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) reasonable roadshow expenses;such qualifications, registrations and exemptions. The Company has advanced one hundred thousand dollars ($100,000) 80,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g).

Payment of Fees and Expenses. The Company will pay the Underwriters a non-accountable expense allowance of one percent (1%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 Artesian Resources will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of Artesian Resources under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for Artesian Resources incurred in the preparation of the Offered SecuritiesRegistration 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, the Underwriters’ Questionnaire, the power of attorney executed by each of the Underwriters, the Selected Dealer Agreement and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses Underwriters’ counsel except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriters; (iv) the fees, shipping expenses and distribution 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 and such local counsel as may have been reasonably required and retained for such purpose; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, (including the reasonable fees and expenses of the Underwriters’ counsel, provided that the aggregate fees and expenses for Underwriters’ counsel under this clause (v) and clause (iv) above shall not exceed $10,000), (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and the Prospectus, and all amendments and supplements thereto, and this Agreement, and Prospectuses as herein provided; (viviii) all filing fees, attorneysArtesian Resources’ fees and travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by Artesian Resources; (Ax) any fees or costs payable to The NASDAQ Global Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriters of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering; ($100,000xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Artesian Resources; and (xv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of Artesian Resources’ obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriters shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than Artesian Resources’ travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

Payment of Fees and Expenses. The Company will Borrowers agree to pay to Senior Lender upon demand: (a) the Underwriters a non-accountable expense allowance reasonable costs of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. Whether or not the transactions contemplated in producing this Agreement are consummated or this Agreement is terminatedAgreement, the Company agrees to pay other Loan documents and the other agreements and instruments mentioned herein; (b) the reasonable and actual fees costs and expenses of Senior Lender incurred in connection with the administration, including electronic interfaces fees and periodic auditing, Collateral monitoring, modification and amendment of this Agreement; (c) any taxes (including interest and penalties in respect thereto) payable by the Senior Lender (other than taxes based upon Senior Lender's net income or profits) on or with respect to the transactions contemplated herebyby this Agreement; (d) the reasonable fees, including without limitation to, (i) all expenses incidental and disbursements of the Senior Lender's counsel and any local counsel to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses Senior Lender incurred in connection with the preparation, printing, filing, shipping and distribution administration or interpretation of the Registration Statement (including financial statementsLoan Documents and other instruments mentioned herein, exhibitsthe closing of the transactions contemplated hereby, schedulesand amendments, modifications, approvals, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and or waivers hereto or hereunder; (e) the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vi) all filing fees, attorneys’ fees expenses and expenses disbursements of the Senior Lender incurred by the Company Senior Lender in connection with qualifying the preparation, administration or registering interpretation of the Loan Documents and other instruments mentioned herein, including all title insurance premiums and surveyor, engineering and appraisal charges; (f) any fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by the Senior Lender in establishing, maintaining or obtaining exemptions from handling the qualification or registration ofLockbox Accounts and any other accounts for the disbursement of the Loans and/or the collection of any of the Collateral; (g) 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, promptly upon receipt of an invoice therefor, for reasonable out-of-pocket costs expenses (including without limitation reasonable attorneys' fees and expensescosts, in total up to one hundred which attorneys may be employees of the Senior Lender, and ninety thousand dollars ($190,000)reasonable consulting, includingaccounting, but not limited toappraisal, (Ainvestment banking and similar professional fees and charges) fees of legal counsel incurred by the Representative Senior Lender in connection with (i) the offeringenforcement of or preservation of rights under any of the Loan Documents against Borrowers or the administration thereof after the occurrence of an Event of Default or Default, and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Senior Lender's relationship with Borrowers or any of their Affiliates; and (Bh) all third party due diligence include reasonable fees, expenses and disbursements of the cost of any background checks; (C) reasonable roadshow expenses;Senior Lender incurred in connection with UCC or title searches, UCC filings or mortgage recordings. All such costs and expenses shall constitute Obligations hereunder secured by the Senior Lender's Liens in the Collateral. The Company has advanced one hundred thousand dollars ($100,000) to covenants of this Section 12 shall survive payment and satisfaction of the Representative to partially cover its out-of-pocket accountable expenses. The 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(g)(4)Obligations.

Payment of Fees and Expenses. The Company will has agreed to pay the Underwriters a nonreasonable and documented out-of-pocket accountable expense allowance of one percent (1%) expenses of the gross proceeds from the Offering upon the Closing of the OfferingRepresentative 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 reasonable all reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all filing fees and expenses incidental relating to the issuance and delivery registration of the Offered Securities (including all printing and engraving costs, if any), ADSs with the Commission; (ii) 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; (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company 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. The Company will also reimburse , 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 accountable expensesaccountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) all fees, promptly upon receipt expenses and disbursements, to background checks of an invoice thereforthe Company’s officers and directors by a background search firm acceptable to the Representative, for out-of-pocket costs and expenses, in total up to one hundred $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 ninety thousand dollars ($190,000), including, but not limited to, (A) fees of legal counsel incurred by the Representative in connection with compliance software for the offering; (Bxii) all third party due diligence include the cost costs associated with bound volumes of any background checksthe Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (Cxiii) reasonable roadshow expenses;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 one hundred thousand dollars ($100,000) 50,000 to the Representative to partially cover its out-of-pocket accountable expensesexpenses (the “Advance”). The advances Advance 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(g)(45110(g)(4)(A).. In addition, the Company agrees to pay to the Representative 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%a) of the gross proceeds from the Offering upon the Closing of the Offering. 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 York Water will pay or cause to pay reasonable be paid, and actual fees bear or cause to be borne, all costs and expenses incurred in connection with incident to the transactions contemplated herebyperformance of the obligations of York Water under this Agreement, including without limitation to, including: (i) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar accountants and transfer agent counsel for York Water incurred in the preparation of the Offered SecuritiesRegistration 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 Blue Sky memorandum (and any supplement thereto); (iii) all necessary issue, transfer the costs and expenses (other stamp taxes in connection with the Offering, (iv) all than fees and expenses of the CompanyUnderwriter’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses counsel except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the preparationauthentication, printingissuance, filingsale and delivery of the Shares to the Underwriter; (iv) the fees, shipping expenses and distribution 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 Underwriter’s counsel and such local counsel as may have been reasonably required and retained for such purpose, which shall not exceed $15,000; (v) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the NASD, (including the reasonable fees and expenses of the Underwriter’s counsel, subject to the limitation on fees set forth in clause (iv)), (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriter copies of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of experts), each any Issuer Free Writing ProspectusProspectuses, each preliminary prospectus any Preliminary Prospectuses and the Prospectus, and all amendments and supplements thereto, and this Agreement, and Prospectuses as herein provided; (viviii) all filing fees, attorneys’ fees and York Water’s travel expenses incurred by the Company in connection with qualifying or registering meetings with the brokerage community and institutional investors; (or obtaining exemptions from ix) 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, promptly upon receipt of an invoice therefor, for out-of-pocket costs and expenses, expenses associated with settlement in total up to one hundred and ninety thousand dollars same day funds ($190,000), including, but not limited to, interest or cost of funds expenses), if desired by York Water; (Ax) any fees or costs payable to the NASDAQ Global Select Market as a result of legal counsel incurred by the Representative in connection with the offering; (Bxi) all third party due diligence include the cost of preparing, issuing and delivery to the Underwriter of any background checkscertificates evidencing the Shares; (Cxii) the costs and charges of any transfer agent; (xiii) the reasonable roadshow expenses;. The Company has advanced one hundred thousand dollars costs of advertising the offering the aggregate of which shall not exceed $5,000; ($100,000xiv) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by York Water; and (xv) all other costs and expenses reasonably incident to the Representative to partially cover its performance of York Water’s obligations hereunder that are not otherwise specifically provided for in this Section 7(a); provided, however, that, except as specifically set forth in Section 7(c) hereof, the Underwriter shall be responsible for their out-of-pocket accountable expenses. The advances will be returned , including those associated with meetings with the brokerage community and institutional investors, other than York Water’s travel expenses, and the fees and expenses of their counsel for other than with respect 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(g)(4)Blue Sky and NASD matters.

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 reasonable reasonable, actual and actual accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) 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 (vi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or any reasonable fees and expenses reasonably incurred by the Representative 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’s accountable expenses, promptly upon receipt of an invoice thereforprovided that prior written consent is obtained from the Company for any expense over $5,000, for out-of-pocket costs and expensesexpenses reasonably incurred by the Representative, in total up to one hundred and ninety thousand dollars (a maximum aggregate amount of $190,000), including, 200,000 including but not limited to, (A) fees of legal counsel reasonably incurred by the Representative 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 one hundred thousand dollars ($100,000) 70,000 to the Representative to partially cover its out-of-pocket accountable expenses. The advances against OPE 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(g)(4).