Common use of Payment of Fees and Expenses Clause in Contracts

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum Representative’s accountable expenses, promptly upon receipt of $250,000 an invoice therefor, for out-of-pocket accountable costs and expenses, up to a maximum aggregate amount of two hundred thousand dollars ($200,000), including, but not limited to: , (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s our principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); , (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; , (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; , and (ix) 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. The Company and the Representative acknowledge that the Company has previously paid an advance expense advances to the Underwriters in the amount of $[100,000] to 120,000 (the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent “Advance”) against the Representative’s out-of-pocket accountable expenses are costs and expenses. Any portion of the Advance not actually used shall be returned back to the Company to the extent not incurred in accordance with FINRA Rule 5110(g)(4)(A). The Representative’s total out-of-pocket accountable expenses (including legal fees and expenses) in connection with the Offering shall not exceed $200,000.

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject payment to the $250,000 maximum Placement Agent of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost its Cash Fee and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus the Prospectus and the ProspectusProspectus Supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated out-of-pocket expensesreview and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; any advance will be returned (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident to the Company to travel and accommodation of the extent Company’s employees on the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)“roadshow,” if any.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will has agreed to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for documented out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firmRepresentative in total up to $200,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, registrar the Company agrees to pay all reasonable, actual and transfer agent of the Offered Securities; (viii) all necessary issueaccountable costs, transfer and other stamp taxes in connection with the Offering; and (ix) all costs fees and expenses incurred in connection with the preparationtransactions contemplated hereby, printing, filing, shipping including without limitation (i) all filing fees and distribution expenses relating to the registration of the Registration Statement Offered Securities with the Commission; (including financial statementsii) all fees and expenses relating to the listing of the Ordinary Shares on a national estrange, exhibitsif applicable; (iii) all filing fees, schedulesattorneys’ fees and expenses incurred by the Company, consents 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 certificates of experts)sale under the state securities or blue sky laws, each Issuer Free Writing Prospectusand, each preliminary prospectus if requested by the Representative, preparing and the Prospectusprinting a “Blue Sky Survey” or memorandum, and all amendments and any supplements thereto, advising the Representative of such qualifications, registrations and this Agreementexemptions; (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 accountants; (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, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, up to a maximum of $15,000; and (xi) the fees for Representative’s legal counsel, in an amount not to exceed $75,000. The Company has paid an advance of advanced $[100,000] 100,000 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 270,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 270,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) reasonable legal counsel fees; (vi) all reasonable expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all reasonable 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. The Company has paid an advance of $[100,000145,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 Securities 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); (f) 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 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; (viiii) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (l) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (m) the Company’s actual “road show” expenses for the Offering; and (ixn) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are of the Underwriters (including, but not actually limited to, fees and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP’s and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses 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 offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A5110(g)).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid the Underwriters advisory fees in connection with the Offering in the amount of $100,000, including $50,000 to the Underwriters upon the execution of the engagement letter between the Company and Revere Securities LLC (“Revere”), and $50,000 within three business days of the first public filing of the Registration Statement. The Company will pay the Representative Underwriters a non-accountable expense allowance of one two percent (12%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also agrees, to reimburse the Representative up to a maximum Underwriters, promptly when invoiced, for all of $250,000 for its reasonable, out-of-pocket accountable expenses, expenses (including, but not limited to: (i) all , travel, due diligence expenses, reasonable travel fees and lodging expenses incurred by the Representative of its legal counsel, roadshow and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiiprincipals) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses incurred in connection with performance of its services hereunder not to exceed an aggregate of $220,000, regardless of whether the preparationOffering occurs, printing, filing, shipping and distribution provided that any expense over $2,000 shall require prior written or email approval of the Registration Statement (including financial statementsCompany. Upon the earlier of the termination of this letter agreement or completion of the Offering, exhibits, schedules, consents and certificates the Company agrees to pay promptly in cash any unreimbursed expenses that have accrued as of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreementsuch date. The Company has paid an advance of $[100,000] 100,000 to the Representative Underwriters for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s Underwriters’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). Notwithstanding anything to the contrary, whether or not the proposed Offering is successfully completed, the Company shall be responsible for all reasonable, necessary and accountable out-of-pocket expenses relating to the Offering including, but not limited to: (a) the costs of preparing, printing and filing the Registration Statement with the Commission, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the representative may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the representative may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the representative; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; (f) fees, if necessary, associated with translation services; (g) expenses related to road shows and (h) the costs of any pre-approved due diligence work in legal, finance, and business.

Payment of Fees and Expenses. The Company covenants hereby agrees to pay on each of the Closing Date and agrees with Representative that the Company will pay or cause Option Closing Date, if any, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) all filing fees and communication expenses relating to the registration of the Offered Securities and the Underwriters’ Securities with the Commission and the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq; (iii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s directors and officers; (iv) all reasonable and documented fees and disbursements of the Representative’s Counsel; (v) the costs for due diligence meetings; (vi) all fees, expenses and disbursements relating to the registration or qualification of such securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all fees, expenses and disbursements of Representative’s Counsel relating to the registration, qualification, or exemption of the securities under the securities laws of such jurisdictions); (vii) the costs of preparing, printing, mailing, and delivering of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably require; (viii) the costs of preparing, printing and delivering the Representative’s Warrants, certificates representing the Ordinary Shares to the extent required by the Representative, and the fees and expenses of the transfer agent for such securities; (ix) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (x) the fees and expenses of the Company’s counsel accountants, legal counsel, public relations firm, clearing firm and accountants in connection with the registration of the Offered Securities under the Securities Act registrar and all other expenses in connection with the preparation, printing, reproduction agents and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersrepresentatives; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iiixi) all expenses in connection with the qualification of the Offered Securities for offering reasonable and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all documented fees and expenses in connection with listing the Offered Securities on Nasdaqfor conducting a net road show presentation; and (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viiixii) the costs for preparation of bound volumes and mementos in such quantities as the Representative may reasonably request; provided that the actual accountable expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesRepresentative shall not exceed $250,000, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: to (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel the Representative’s Counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show roadshow meetings; (iv) all due diligence expenses; and (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of advanced $[100,000] 28,050 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Representative by deduction from the net proceeds of the Offering, a non-accountable expense allowance, as set forth in Section 2(f), equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Ordinary Shares.

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that to pay on the Company will pay or cause Closing Date, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) the fees, disbursements all filing fees and communication expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses Ordinary Shares to be sold in connection this Offering with the preparation, printing, reproduction Commission and the filing and review of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersoffering materials with FINRA; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesOrdinary Shares on Nasdaq; (iii) all reasonable fees, expenses in connection with the qualification and disbursements relating to background checks of the Offered Securities for offering officers and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if anydirectors; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toreasonable legal fees, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of incurred by the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesRepresentative, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel or the Representative’s Counsel in connection with visits to, and examinations of, the Company; (iiv) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost translation costs for road show meetings; (iv) all due diligence expenses; (v) legal counsel feespurposes; (vi) all fees, expenses incidental and disbursements relating to the issuance registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and delivery other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of the Offered Securities (including all printing and engraving costs, if anyRepresentative’s Counsel); (vii) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares and the fees and expenses of the clearing firm, registrar and transfer agent for such shares; (ix) share transfer taxes, if any; (x) the fees and expenses of the Offered SecuritiesCompany’s accountants, legal counsel, public relations firm and other agents and representatives; (viiixi) all necessary issueexpenses, transfer including without limitation, travel and other stamp taxes in connection with the Offeringlodging expenses for all road show meetings and preparation of a power point presentation; and (ixxii) all the costs and expenses incurred in connection associated with the preparation“tombstone or Lucite” advertisements up to a maximum of $250,000, printing, filing, shipping and distribution provided that any expense over $10,000 shall require prior written or email approval 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 AgreementCompany. The Company has paid an advance of advanced $[100,000] 100,000 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(g).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will has agreed to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for documented out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firmRepresentative in total up to $209,500. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, registrar the Company agrees to pay all reasonable, actual and transfer agent of the Offered Securities; (viii) all necessary issueaccountable costs, transfer and other stamp taxes in connection with the Offering; and (ix) all costs fees and expenses incurred in connection with the preparationtransactions contemplated hereby, printing, filing, shipping including without limitation (i) all filing fees and distribution expenses relating to the registration of the Registration Statement Offered Securities with the Commission; (including financial statementsii) all fees and expenses relating to the listing of the Common Stock on a national estrange, exhibitsif applicable; (iii) all filing fees, schedulesattorneys’ fees and expenses incurred by the Company, consents 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 certificates of experts)sale under the state securities or blue sky laws, each Issuer Free Writing Prospectusand, each preliminary prospectus if requested by the Representative, preparing and the Prospectusprinting a “Blue Sky Survey” or memorandum, and all amendments and any supplements thereto, advising the Representative of such qualifications, registrations and this Agreementexemptions; (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 accountants; (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, 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; and (xii) the fees for Representative’s legal counsel, in an amount not to exceed $100,000. The Company has paid an advance of advanced $[100,000] 50,000 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid the Underwriters advisory fees in connection with the Offering in the amount of $100,000. The Company has paid $50,000 to the Underwriters upon the execution of the engagement letter with Revere Securities LLC, and $50,000 were paid within three business days of the first public filing of the Registration Statement. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative Underwriters up to a maximum of $250,000 230,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative Borrower shall have paid (A) to the Administrative Agent, for the account of each Lender that is a Current Lender consenting to this Amendment, of an amendment fee equal to 10.0 basis points on such Lender’s outstanding Revolving Commitment under the Company will pay or cause Revolving Facility immediately prior to be paid giving effect to this Amendment, (B) to the following: (i) Administrative Agent, for the feesaccount of each Lender providing a Term Loan Commitment, disbursements and expenses an upfront fee equal to 25.0 basis points on the aggregate amount of the CompanyTerm Loan Commitments provided by such Lender, (C) to the Administrative Agent, for the account of each Current Lender that is providing a Revolving Commitment pursuant to Schedule 1.1 to the Credit Agreement (as attached hereto as Annex I) in excess of such Current Lender’s counsel Revolving Commitment in effect immediately prior to the effectiveness of this Amendment (such excess, an “Increased Commitment”), an upfront fee equal to 35.0 basis points on the aggregate amount of the Increased Commitment of such Current Lender, (D) to the Administrative Agent, for the account of each New Lender providing a new Revolving Commitment, an upfront fee equal to 35.0 basis points on the aggregate amount of the new Revolving Commitments provided by such New Lender, (E) to the Administrative Agent all fees due and accountants payable in connection with the registration of the Offered Securities under the Securities Act this Amendment and all other reasonable and documented out-of-pocket fees and expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale execution and delivery of the Offered Securities; this Amendment (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities lawsincluding, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC due and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes payable in connection with the Offering; this Amendment and (ix) all costs outstanding fees 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually previously incurred in accordance with FINRA Rule 5110(g)(4)(A)Section 12.3 of the Credit Agreement) and (F) to the Arrangers and the Lenders the other fees due and payable in connection with this Amendment.

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing payment to the Offered Securities on Nasdaq; (v) the filing fees incident toPlacement Agent of its Cash Fee, non-accountable expense allowance, and the reasonable fees reimbursement of legal and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable other out-of-pocket expenses set forth below)fees, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating up to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesOne Hundred Fifty Thousand Dollars ($150,000), including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ixii) all other costs and expenses incident to the performance issuance, delivery and qualification of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Disclosure Package, the Prospectus and each Issuer Free Writing ProspectusProspectus supplement, each preliminary prospectus and the Prospectusif any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated out-of-pocket review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (xi) the Placement Agent’s clearing expenses; any advance will be returned and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Registration Statement.

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject payment to the $250,000 maximum Placement Agent of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost its Cash Fee and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (xi) the Placement Agent’s closing costs, including the reimbursement of the out-of-pocket expensescost of the escrow agent or clearing agent, of up to $14,900; any advance will be returned and (xii) all other fees, costs and expenses referred to in Part II of the Registration Statement; provided, however, that the maximum amount that the Company shall be required to pay or reimburse the extent Placement Agent pursuant to this sentence shall be $150,000, excluding the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A$14,900 reimbursement pursuant to Section 6(xi).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements all filing fees and communication expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under to be sold in the Securities Act and all other expenses in connection Offering (including the Additional Shares) with the preparation, printing, reproduction Commission and the filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersoffering materials with FINRA; (ii) all fees and expenses relating to the cost listing of printing or producing this Agreement, closing documents (including any compilations thereof) such Shares on such stock exchange as the Company and any other documents in connection with the offering, purchase, sale and delivery of the Offered SecuritiesRepresentative together determine; (iii) all reasonable fees, expenses in connection with the qualification and disbursements relating to background checks of the Offered Securities for offering Company’s officers and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if anydirectors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Offered Securities 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 fees and expenses disbursements of the Representative’s counsel for such counsel’s participation in connection with the “blue sky’ and stock exchange listing the Offered Securities on Nasdaqprocess); (v) the filing fees incident tocosts of all mailing and printing of the underwriting documents (including the Underwriting Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and the reasonable fees and disbursements power of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth belowattorney), any required review by FINRA of registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the terms of the sale of the Offered SecuritiesRepresentative may reasonably deem necessary; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with public relations firm; the marketing costs of the preparing, printing and delivering certificates representing such Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the for such Offered Securities; (viii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel; and (x) other agents and representatives. Upon the Representative’s request, the Company shall provide funds to pay all necessary issuesuch fees, transfer expenses and other stamp taxes disbursements in advance. For the sake of clarity, it is understood and agreed that (i) the Company shall be responsible for the Representative’s legal fees, costs and expenses in connection with the Offering; Offering irrespective of whether the Offering is consummated, and (ixii) all the maximum amount of legal fees, costs and expenses incurred in connection with by the preparation, printing, filing, shipping and distribution of Representative that 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 AgreementCompany shall be responsible for shall not exceed $200,000. The Company has paid an advance of $[100,000] to shall reimburse the Representative for its anticipated out1% of the actual amount of the Offering as non-of-pocket expenses; any advance will be returned to accountable expense of the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Offering.

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing payment to the Offered Securities on Nasdaq; (v) the filing fees incident toPlacement Agent of its Cash Fee, non-accountable expense allowance, and the reasonable fees reimbursement of legal and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable other out-of-pocket expenses set forth below)fees, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating up to investor presentations on any “road show” undertaken in connection with the marketing One Hundred Fifty Thousand Dollars ($150,000) and delivery of the Offered SecuritiesPlacement Agent Warrants, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ixii ) all other costs and expenses incident to the performance issuance, delivery and qualification of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated out-of-pocket review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (xi) the Placement Agent’s clearing expenses; any advance will be returned and (xii) all other fees, costs and expenses referred to in Part II of the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Registration Statement.

Payment of Fees and Expenses. The Company covenants and agrees with to reimburse the Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and for all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholdersreasonable fees, directors costs and officers; (iii) the reasonable cost disbursements of its legal counsel, subject to a maximum reimbursement allowance of $250,000. The Company shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) and pay all expenses incidental relating to the issuance Offering, including, as applicable and delivery 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 (including on a U.S. stock exchange as the Company and the Representative together determine; all fees, expenses and disbursements relating to 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 engraving costs, if any)delivering certificates representing the Offered Securities; (vii) all fees and expenses of the clearing firm, registrar and transfer agent of for the Offered Securities; (viii) all necessary issuestock 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 stamp taxes in connection with agents and representatives. Upon the Offering; and (ix) all costs and expenses incurred in connection with Representative’s request, 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. The Company has paid shall provide an advance of $[100,000] to for the Representative for its Representative’s anticipated out-of-pocket expenses; any advance will , which shall be offset against the maximum allowance for the respective Offering or returned to the Company to the extent the Representative’s out-of-pocket accountable such advance exceeds actual expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(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 covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject payment to the $250,000 maximum Placement Agent of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost its Cash Fee and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (xi) the Placement Agent’s closing costs, including the reimbursement of the out-of-pocket expensescost of the escrow agent or clearing agent, of up to $12,900; any advance will be returned and (xii) all other fees, costs and expenses referred to in Part II of the Registration Statement; provided, however, that the maximum amount that the Company shall be required to pay or reimburse the extent Placement Agent pursuant to this sentence shall be $150,000, excluding the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A$12,900 reimbursement pursuant to Section 6(xi).

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, MEI will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations of MEI under this Agreement, including: (i) the fees and expenses of the accountants and counsel for MEI 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) the fees and expenses of any information agent or solicitor engaged in connection with the Directed Subscription Program or otherwise, (iii) 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; (iv) 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 Underwriter's counsel in an amount not to exceed $ ________; (v) 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 associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by MEI; (ix) any fees or costs payable to Nasdaq as a result of the offering; (x) the cost of preparing, issuing and delivery to the Underwriter of any certificates evidencing the Shares and Warrants; (xi) the costs and charges of any transfer agent; (xii) the reasonable costs of advertising the offering if requested by MEI; (xiii) 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 performance of MEI's obligations hereunder which that are not otherwise specifically provided for in this Section. The Company Section 6(a); provided, however, that the Underwriter shall be responsible for its out-of-pocket expenses, 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 Blue Sky and NASD matters. (b) MEI shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such Blue Sky registration, qualification or filing in the states set forth on Schedule 5(f) in which the Underwriter determines to offer or sell the Units. (c) If the sale of the Units is completed, in order to reimburse the Underwriter for costs and expenses associated with the offering, MEI will pay the Representative a non-accountable expense allowance of one percent (1%) of $150,000 to the gross proceeds from the Offering upon Underwriter on the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Date.

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall reasonable costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing payment to the Offered Securities on Nasdaq; (v) the filing fees incident toPlacement Agent of its Cash Fee, non-accountable expense allowance, and the reasonable fees reimbursement of legal and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable other out-of-pocket expenses set forth below)fees, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating up to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesFifty Thousand Dollars ($50,000), including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ixii) all other costs and expenses incident to the performance issuance, delivery and qualification of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay Securities and the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officersConversion Shares; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesOrdinary Shares; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities and Conversion Shares; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printingnegotiation, filing, shipping execution and distribution delivery of the Registration Statement Transaction Documents, Private Placement Materials, Form 6-K, Form D, blue sky filings, any Trading Market listing application and any resale registration statement or prospectus supplement required under the Transaction Documents; (including financial statementsvii) all filing fees, exhibitsreasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying, schedulesregistering or obtaining exemptions from qualification or registration of all or any part of the Securities or Conversion Shares for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) RESERVED; (ix) the fees and expenses associated with listing the Conversion Shares on the Trading Market; (x) RESERVED; (xi) RESERVED; and (xii) all other fees, consents costs and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus expenses incident to the transactions contemplated by this Agreement and the Prospectus, and all amendments and supplements thereto, and this Agreement. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Transaction Documents.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause All fees required to be paid on the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Closing Date pursuant to the Underwriters and dealers; (ii) the cost of printing or producing this AgreementBAS Fee Letter and, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable extent invoiced at least two (2) Business Days prior to the Closing Date, reasonable out-of-pocket expenses set forth below)required to be paid on the Closing Date pursuant to the Commitment Letter, any required review by FINRA shall, upon the borrowing of the terms of initial Credit Extensions on the sale of the Offered Securities; Closing Date, have been paid (vi) the cost of preparing share certificateswhich amounts, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, other than fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesexpenses of counsel to the Agent, includingmay be offset against the proceeds of the borrowing of the initial Credit Extensions on the Closing Date). Without limiting the generality of the provisions of Section 10.04, but not limited to: (i) all reasonable travel and lodging expenses incurred by for purposes of determining compliance with the Representative and its counsel conditions specified in connection with visits this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, and examinations ofapproved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental Agent shall have received notice from such Lender prior to the issuance and delivery proposed Closing Date specifying its objection thereto. Notwithstanding anything to the contrary in the Loan Documents or any other agreement or other undertaking concerning the financing of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] Metro Acquisition Transactions to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company contrary, to the extent the Representativeperfection of any security interest is not or cannot be provided on the Closing Date (other than the perfection of a security interest in (i) the certificated Equity Interests of the Borrower and the wholly-owned domestic Subsidiaries of the Borrower, including the Metro Target and its wholly-owned domestic Subsidiaries (to the extent required by the Loan Documents, and if such certificates are pledged and/or charged to the Borrower’s out-of-pocket accountable expenses or the Metro Target’s existing lenders, only to the extent obtained on or prior to the Closing Date) and (ii) Collateral with respect to which a lien may be perfected by the filing of financing statements under the UCC or the filing of an intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense and not in contravention of the Metro Purchase Agreement, then the provision and/or perfection, as applicable, of any such Collateral shall not constitute a condition precedent to the availability of the Facilities, but may instead be provided within ninety (90) days after the Closing Date (or five (5) Business Days after the Closing Date in the case of the delivery of any stock certificates and stock powers), subject to such extensions as are not actually incurred reasonably agreed by Agent, pursuant to arrangements to be mutually agreed by the Borrower and the Agent acting reasonably, and in no event shall the Borrower and its Subsidiaries be required to perfect a security interest in any Collateral on the Closing Date other than that which can be accomplished with the (A) filing of a UCC financing statement and filing of intellectual property security agreements with the United States Patent and Trademark Office or United States Copyright Office and (B) delivery of the certificated Equity Interests, in each case, in accordance with FINRA Rule 5110(g)(4)(A)the terms of this paragraph. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities Units under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered SecuritiesUnits; (iii) all expenses in connection with the qualification of the Offered Securities Units for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities Shares and Warrant Shares on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered SecuritiesUnits (subject to the $180,000 maximum of reimbursable accountable out-of-pocket expenses incurred by the Representative set forth below); (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesUnits, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (11.0%) of the gross proceeds received by the Company from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum $180,000 of $250,000 the Representative’s accountable expenses for out-of-pocket accountable expensesthe Offering, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations ofwithout limitation, the Company; (ii) background check on the CompanyRepresentative’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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 Agreementexpenses. The Company has paid an advance of $[100,000] 35,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject payment to the $250,000 maximum Placement Agent of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost its Cash Fee and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesClass A Ordinary Shares; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing the Preliminary Prospectus, the Prospectus and each preliminary prospectus and the ProspectusProspectus supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (ix) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (x) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (xi) the Placement Agent’s closing costs, including the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, of up to $12,900; and (xii) reimbursement to the Placement Agent all reasonable travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, and, if applicable, for electronic road show service used in connection with the transactions contemplated hereby; any advance will be returned to provided, however, that the maximum amount that the Company shall be required to pay or reimburse the extent Placement Agent pursuant to this sentence shall be $150,000, excluding the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A$12,900 reimbursement pursuant to Section 6(xi).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) all reasonable out-of-pocket expenses incurred by the Representative (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) in an aggregate amount not to exceed $230,000 (inclusive of the Advance); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iiiii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 230,000 maximum of reimbursable out-of-pocket expenses set forth belowabove), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 110,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqthe Nasdaq Capital Market; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 150,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 150,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000*] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Representative will be entitled to a breakup fee of $250,000 if the Issuer wishes to terminate the Engagement Agreement between the Company and the Representative, dated as of January 2, 2026, as amended, prior to the Company being listed on a national exchange. This fee will not be due if the Representative terminates the Engagement Agreement or if the Offering is successful and Company becomes listed on a national exchange.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities Units under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered SecuritiesUnits; (iii) all expenses in connection with the qualification of the Offered Securities Units for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities Shares and Warrant Shares on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered SecuritiesUnits (subject to the $180,000 maximum of reimbursable accountable out-of-pocket expenses incurred by the Representative set forth below); (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesUnits, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (11.0%) of the gross proceeds received by the Company from the Offering upon the Closing of the Offering. The Company will also pay the Underwriters an advisory fee of $60,000 upon the Closing of the Offering. The Company will reimburse the Representative up to a maximum $180,000 of $250,000 the Representative’s accountable expenses for out-of-pocket accountable expensesthe Offering, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations ofwithout limitation, the Company; (ii) background check on the CompanyRepresentative’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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 Agreementexpenses. The Company has paid an advance of $[100,000] 35,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants hereby agrees to pay on each of the Closing Date and agrees with Representative that the Company will pay or cause Option Closing Date, if any, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) all filing fees and communication expenses relating to the registration of the Offered Securities and the Underwriters’ Securities with the Commission and the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq; (iii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s directors and officers ; (iv) all reasonable and documented fees and disbursements of the Representative’s Counsel up to $100,000; (v) the costs for due diligence meetings; (vi) all fees, expenses and disbursements relating to the registration or qualification of such securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all fees, expenses and disbursements of Representative’s Counsel relating to the registration, qualification, or exemption of the securities under the securities laws of such jurisdictions); (vii) the costs of preparing, printing, mailing, and delivering of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably require; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares to the extent required by the Representative and the Representative’s Warrants, and the fees and expenses of the transfer agent for such securities; (ix) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (x) the fees and expenses of the Company’s counsel accountants, legal counsel, public relations firm, clearing firm and accountants registrar and other agents and representatives; (xi) all reasonable and documented fees and expenses for conducting a net road show presentation; and (xii) the costs for preparation of bound volumes and mementos in connection with such quantities as the registration Representative may reasonably request up to $2,500; provided that the actual accountable expenses of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities lawsRepresentative shall not exceed $200,000, including the background checks, travel and lodging, “road show,” due diligence, “tombstone and lucite” expenses, and reasonable legal fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject Representative’s Counsel. The Company has advanced $125,000 to the $250,000 maximum of reimbursable Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will also reimburse agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (a) all filing fees and expenses relating to the registration of the Offered Securities with the Commission; (b) all fees and expenses relating to the listing of the Company’s Offered Securities on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative up may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities 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 Offered Securities from the Company to the Representative; and (g) the fees and expenses of the Company’s Accountant; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; and (i) a maximum of $250,000 100,000 for reasonable, necessary and accountable out-of-pocket fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel, less any advances previously paid as of the date hereof. The Company has advanced $50,000 to ▇. ▇▇▇▇▇ to partially cover their out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an Any advance of $[100,000] to the Representative for its anticipated against out-of-pocket expenses; any advance costs and expenses will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(g)(4).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of the Company’s counsel and accountants incurred in connection with the transactions contemplated hereby, including without limitation (a) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses Ordinary Shares to be sold in connection this Offering with the preparation, printing, reproduction SEC and the filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersoffering materials with FINRA; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (ivb) all fees and expenses in connection with relating to the listing of the Offered Securities Ordinary Shares on Nasdaqthe Nasdaq Capital Market; (vc) all fees, expenses and disbursements relating to the registration or qualification of such 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 fees incident toand registration fees, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any Representative’s “blue sky” counsel) unless such filings are not required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing Company’s listing on a national exchange; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Offered Securities, including without limitation, expenses associated with Ordinary Shares under the production securities laws of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay foreign jurisdictions as the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Companymay reasonably designate; (ii) background check on the Company’s principal shareholders, directors and officers; (iiie) the reasonable cost for road show meetings; (iv) costs of all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costspreparation, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses incurred in connection with the preparationmailing, printing, filing, shipping and distribution of the offering documents, including but not limited to the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement; (f) transfer and/or stamp taxes, if any, payable upon the transfer of the Ordinary Shares from the Company to the Underwriters; (g) the fees and expenses of the Company’s accountants; (h) up to $20,000 of the Underwriters’ actual accountable roadshow expenses and due diligence expenses for the offering; (i) the $29,500 cost associated with the Underwriters’ use of Ipreo Inc.’s book building, prospectus tracking and compliance software for the offering; (j) the costs associated with bound volumes of the offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (k) the fees for the Representative’s counsel, in an amount not to exceed a limit of $150,000 (if the offering is consummated); (l) all fees, expenses, and disbursements relating to background checks of the Company’s directors and officers in an amount not to exceed $10,000 in the aggregate; and (m) the Underwriters’ reasonable travel and lodging expenses, associated with road show trips and presentations. The maximum amount of expenses to be paid and/or reimbursed by the Company has paid an advance to the Underwriters pursuant to clauses (h) through (m) of this Section 4 shall not exceed $250,000. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ accountable expenses actually incurred in compliance with FINRA Rule 5110(g)(5)(A), including but not limited to external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $[100,000] 50,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company to the Representative for its anticipated out-of-pocket expenses; any Underwriters prior to the date hereof, including an expense advance will to the Underwriters of $50,000, shall be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). Additionally, on the Closing Date and the Option Closing Date, if any, the Company shall pay the Underwriters a non-accountable expense allowance in the amount equal to 0.5% of the gross proceeds of this Offering.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that has agreed to pay all expenses relating to the Company will pay or cause to be paid the following: Offering, including, without limitation, (ia) the fees, disbursements all filing fees and expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction Commission; (b) all fees and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof expenses relating to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesSecurities on a national exchange, if applicable; (iiic) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “bluesky” securities laws of such states and sale under state securities laws, including the reasonable fees and disbursements of counsel for other jurisdictions as the Underwriters in connection with such qualification may reasonably designate (including, without limitation, all filing and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificatesCompany’s proposed listing on a national exchange, if applicable; (viid) all fees, expenses and disbursements relating to the cost and charges registration, qualification or exemption of any transfer agent or registrarthe Offered Securities under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (viiie) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable up on the transfer of Offered Securities from the Company to the Underwriters; (g) the fees and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, Company’s accountants; (h) all filing fees and communication expenses associated with the production review of road show slides and graphics, fees and the Offering by FINRA; (i) up to $20,000 of the Underwriters’ actual accountable roadshow expenses of any consultants engaged in connection for the Offering; (j) the $29,500 cost associated with the road show presentations Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (k) the costs associated with the prior approval bound volumes of the Company, travel Offering materials as well as commemorative mementos and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredlucite tombstones in an aggregate amount not to exceed $5,000; and (ixl) all other costs the fees for the Underwriters’ U.S. legal counsel ($125,000) and expenses incident the Underwriters’ PRC legal counsel ($100,000), such total legal fees in an aggregate amount not to exceed $225,000. Payment of the performance Underwriters’ PRC legal counsel fee of $100,000 shall specifically occur with a first initial payment of $50,000 upon submission of the Company’s obligations hereunder which are not otherwise specifically provided required CSRC filing, with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ total external counsel legal costs detailed in this SectionSection irrespective of whether the Offering is consummated or not, subject to $100,000 if there is no Closing. The Company will pay has agreed to conduct, at its own expense, background checks, by a background search firm acceptable to the Representative a nonUnderwriters, on the Company's senior management and board of directors. It is acknowledged that as of the date hereof, the Company had paid $115,000 to the Underwriters to cover the accountable expenses set forth herein, including $50,000 to the Underwriters' PRC legal counsel, $15,000 to the Underwriters' US legal counsel, and $50,000 to the Underwriters. The Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the closing of the Over-accountable expense allowance Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Additionally, on the Closing Date, or the closing of the Over-Allotment Option, one percent (11.0%) of the gross proceeds from of the Offering upon shall be provided to the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 Underwriters for outnon-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel in connection registration of the securities of the Company with visits to, and examinations of, the CompanySEC; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viib) all fees and expenses relating to the listing of the clearing firmcommon stock on [Nasdaq Capital Market]; (c) all fees associated with the review of the offering by FINRA; (d) the registration, registrar qualification or exemption of shares offered under “blue sky” securities laws or the securities laws of other jurisdictions designated by the Representative; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities of the Company under the securities laws of such foreign jurisdictions; (f) the costs of mailing and printing the offering materials; (g) the costs of preparing, printing and delivering certificates representing the shares offered in the offering; (h) fees and expenses of the transfer agent for such shares; (i) stock transfer and/or stamp taxes, if any, payable upon our transfer of the Offered Securitiessecurities to the Representative; (viiij) all necessary issue, transfer the fees and expenses of our accountants; (k) the fees and expenses of the Company’s legal counsel and other stamp taxes in connection with agents and representatives; (l) the Offering; and (ix) all costs fees 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 AgreementRepresentative’s legal counsel. The Company has paid an advance of $[100,000] to will pay the Representative for its anticipated reasonable and documented out-of-pocket expensesexpenses of the Representative actually incurred (including, but not limited to reasonable and documented fees and expenses of due diligence and its legal counsel; any all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and the reasonable cost for roadshow meetings) up to $200,000. The Company has agreed to pay expense advance will to be returned to the Company to the extent the Representative’s applied against such out-of-pocket accountable expenses are in the amount of $100,000, according to the following schedule: (a) $50,000 upon signing of an exclusive engagement agreement with the Representative dated as of March 23, 2023 and (b) $50,000 upon the receipt of the “No Objection Letter” for this offering from FINRA. $[0] of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not actually incurred offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A5110(g)).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs, fees and expenses incurred in connection with the following: transactions contemplated hereby, including without limitation (i) the fees, disbursements all filing fees and expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersCommission; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) all filing fees and any other documents in connection expenses associated with the offering, purchase, sale and delivery review of the offering of the Offered SecuritiesSecurities by FINRA; (iii) all fees and expenses in connection with relating to the listing of the Ordinary Shares on The Nasdaq Capital Market or on such other stock exchanges as the Company and the Representative together determine; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities for offering under the “blue sky” securities laws of such states and sale under state securities lawsother jurisdictions as the Representative may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be Representative’s Counsel) unless such filings are not required in connection with the Company’s proposed The Nasdaq Capital Market listing; (subject v) 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 the Representative may reasonably designate; (vi) the costs of all mailing and printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto as the Representative may reasonably deem necessary; (vii) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative; (viii) the fees and expenses of the Company’s accountants; and (ix) reasonable legal fees and disbursements for the Representative’s Counsel. The total amount payable by the Company to the Representative pursuant to (ix) shall not exceed $250,000 maximum 125,000. The Representative may deduct from the net proceeds of reimbursable the Offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Representative. Except as provided for in this Agreement, the Representative shall bear the costs and expenses incurred by them in connection with the sale of the Offered Securities and the transactions contemplated thereby. The Company has advanced $25,000 to the Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will Advance shall be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel Closing Date and accountants in connection with the registration of Option Closing Date, if any, to the Offered Securities under extent not paid at the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration StatementClosing Date, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all filing fees and expenses of relating to the clearing firm, registrar and transfer agent registration of the Offered Securities; (viiib) all necessary issuefees and expenses relating to the listing of the Ordinary Securities on the Nasdaq Capital Market; (c) all fees, transfer expenses and disbursements relating to the registration and qualification of the Offered Securities 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 the Company’s “blue sky” counsel, which will be the Representative’s counsel; (d) 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 the Representative may reasonable designate; I the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes in connection taxes, if any, payable upon the transfer of Offered Securities from the Company to Representative; (g) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; (i) up to $20,000 of the Representative’s actual accountable road show expenses for the Offering; (j) the $29,500 cost associated with the Representative’s Ipreo’s book building, prospectus tracking and compliance software for the Offering; (k) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount note to exceed $5,000; and (ixl) all the fees for the 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 and detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $150,000 in total 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 Agreementevent that there is not a Closing. The Company has paid an advance of advanced $[100,000] 100,000 to the Representative for to cover its anticipated out-of-pocket expenses; any . The advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(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 covenants and agrees with Representative that the Company will Borrowers agree to pay or cause to be paid the followingSenior Lender upon demand: (ia) the feesreasonable costs of producing this Agreement, disbursements the other Loan documents and the other agreements and instruments mentioned herein; (b) the reasonable costs and expenses of the Company’s counsel and accountants Senior Lender incurred in connection with the registration 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 Offered Securities under the Securities Act and all Senior Lender (other expenses in connection than taxes based upon Senior Lender's net income or profits) on or with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof respect to the Underwriters and dealerstransactions contemplated by this Agreement; (iid) the cost of printing or producing this Agreementreasonable fees, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of the Senior Lender's counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of any local counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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 or waivers hereto or hereunder; (e) the fees, expenses and certificates disbursements of experts)the Senior Lender incurred by the Senior Lender in connection with the preparation, each Issuer Free Writing Prospectusadministration or interpretation of the Loan Documents and other instruments mentioned herein, each preliminary prospectus 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 ProspectusSenior Lender in establishing, maintaining or handling the Lockbox Accounts and any other accounts for the disbursement of the Loans and/or the collection of any of the Collateral; (g) all amendments and supplements thereto, and this Agreement. The Company has paid an advance of $[100,000] to the Representative for its anticipated reasonable out-of-pocket expenses; expenses (including without limitation reasonable attorneys' fees and costs, which attorneys may be employees of the Senior Lender, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by the Senior Lender in connection with (i) the enforcement of or preservation of rights under any advance will be returned 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 Company to Senior Lender's relationship with Borrowers or any of their Affiliates; and (h) all reasonable fees, expenses and disbursements of the extent the Representative’s out-of-pocket accountable expenses are not actually Senior Lender incurred in accordance connection with FINRA Rule 5110(g)(4)(A)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 covenants of this Section 12 shall survive payment and satisfaction of the Obligations.

Payment of Fees and Expenses. The Company covenants To the extent invoiced at least three (3) business days prior to the Closing Date, all reasonable and agrees with Representative that the Company will pay or cause documented fees and expenses required to be paid on the following: Closing Date pursuant to the Commitment Letter and Fee Letter shall have been paid (or, at the option of the Borrower, netted against the proceeds of the initial borrowing under the Amendment). Notwithstanding anything in the Term Sheet, the Commitment Letter, the Fee Letter or the Credit Documentation to the contrary, (i) the fees, disbursements only representations and expenses warranties in the Credit Documentation the accuracy of which will be a condition to the availability and funding of the Company’s counsel Incremental Facilities on the Closing Date will be: (A) such representations and accountants warranties made by the Acquired Business in connection with the registration Acquisition Agreement as are material to the interests of the Offered Securities Antares Lender, but only to the extent that you or your affiliates have the right to terminate your or your affiliates’ obligations under the Securities Act Acquisition Agreement (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a failure of such representations and all other expenses in connection with the preparation, printing, reproduction warranties to be true and filing correct as of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Closing Date (except to the Underwriters and dealersextent relating to an earlier date, in which case as of such earlier date) (the “Specified Acquisition Agreement Representations”); and (B) the Specified Representations (as defined below); and (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale Credit Documentation will not impair availability or funding of the Offered Securities; (vi) Incremental Facilities on the cost of preparing share certificates, Closing Date if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for conditions expressly set forth in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Schedule I are satisfied or waived (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesit being understood that, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent a perfected security interest in any Collateral (the Representativesecurity interest in respect of which cannot be perfected by means of the filing of a UCC financing statement or delivery of possession of capital stock or other certificated security in respect of the Borrower or wholly-owned domestic subsidiary of the Borrower and the Guarantors) is not able to be provided on the Closing Date after Borrower’s out-of-pocket accountable expenses are use of commercially reasonable efforts to do so, the perfection of such security interest in such Collateral will not actually incurred constitute a condition precedent to the availability of the Incremental Facilities on the Closing Date, but a security interest in accordance with FINRA Rule 5110(g)(4)(Asuch Collateral will be required to be perfected after the Closing Date pursuant to arrangements to be mutually agreed between ▇▇▇▇▇▇▇▇ and the Agent); provided that nothing herein shall limit the applicability of the individual conditions to closing expressly set forth herein except to the extent expressly stated to be subject to this paragraph.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, York Water will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations of York Water under this Agreement, including: (i) the fees and expenses of the accountants and counsel for York Water 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 and this Agreement; (iii) the costs and expenses (other than fees and expenses of the Underwriter's counsel) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriter; (iv) the fees, expenses and other costs 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) 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 associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by York Water; (ix) any fees or costs payable to the Nasdaq National Market as a result of the offering; (x) the cost of preparing, issuing and delivery to the Underwriter of any certificates evidencing the Shares; (xi) the costs and charges of any transfer agent; (xii) the reasonable costs of advertising the offering the aggregate of which shall not exceed $5,000; (xiii) 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 performance of York Water's obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will 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 expenses, 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 NASD matters. (b) On the Closing Date, York Water shall pay the Representative Underwriter a non-accountable expense allowance of one percent (1%) of in the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum amount of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)45,000.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 100,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. (a) The Company covenants and agrees with Representative to pay in cash to the Underwriter a fee (the “Fee” or “Fees”) equal to: (i) 3.0% of the first $200 million of gross proceeds received by the Company from the sale of the Securities; plus (ii) 0.5% of the gross proceeds received by the Company from the sale of the Securities in excess of $200 million; provided that the aggregate fees paid by the Company will pay or cause to the Underwriter pursuant to clauses (i) and (ii) shall not exceed $10 million; and provided, further, that, with respect to any Securities issued and/or funded with original issue discount, the Fees shall be paid without deduction made in respect of such original issue discount and such discount shall be deemed a part of “gross proceeds” and “funded” for purposes of calculating all Fees and in respect of funding made as part of the following: exercise or conversion of Securities, all Fees shall be calculated on the basis of the stated value of the Securities into which the holder is converting or exercising. Additionally, the Underwriter agrees that each Fee is contingent on the closing of the sale of the applicable Securities and the Company shall only be obligated to pay Fees to the extent the sale of such Securities is consummated. (b) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, including (i) the feescosts incident to the authorization, disbursements issuance, sale and delivery of the Securities to the Underwriter and any taxes payable in that connection; (ii) the costs incident to the registration of the Securities under the Securities Act; (iii) the costs incident to the preparation, printing and distribution of the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (iv) the fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (v) the fees and expenses incurred in connection with qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (vi) the fees and expenses of any transfer agent, warrant agent, registrar or depository with respect to the Securities; (vii) the listing of the Conversion Shares, CSW Shares and PSW Shares on the Primary Market; and (viii) all other costs and expenses of the Company incident to the Offering by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants and the travel and other reasonable expenses incurred by Company personnel in connection with any “road show”). (c) The Company also agrees to reimburse the Underwriter for its documented, out-of-pocket, accountable, bona fide expenses actually incurred in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of its activities under this Agreement whether or not the Company’s obligations hereunder which transactions hereby are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesconsummated or, including, but not limited to: (i) all , costs such as reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated documented out-of-pocket expenses; any advance will be returned fees and disbursements of legal counsel for the Underwriter, up to an aggregate amount not to exceed $150,000 without the Company to consent of the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Company.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: all costs, expenses, fees and taxes in connection with (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction preparation and filing of the Registration Statement, any preliminary prospectuseach Preliminary Prospectus, any Issuer the Prospectus, each Permitted Free Writing Prospectus and the Prospectus and any amendments and or supplements thereto thereto, and the mailing printing and delivering furnishing of copies of each thereof to the Underwriters and dealers; to dealers (including costs of mailing and shipment), (ii) the cost of printing or producing this Agreementregistration, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchaseissue, sale and delivery of the Offered Securities; 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) all expenses in connection with the producing and/or printing of this Agreement, 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 Offered Securities Shares for offering and sale under state securities laws, or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable 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 in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees incident to, and the reasonable fees and other disbursements of counsel for to the Underwriters relating to FINRA matters in connection with (subject an amount not to the exceed $250,000 maximum of reimbursable out-of-pocket expenses set forth below)45,000, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost fees and charges disbursements of any transfer agent or registrar; registrar for the Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” or meetings undertaken in connection with the marketing of the Offered Securitiesoffering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with presentations, travel, lodging and other expenses incurred by the prior approval officers of the Company, travel and lodging expenses 50% of the representatives and officers cost of any aircraft chartered in connection with the Company and any such consultants if any incurred; and road show (ix) all other the costs and expenses incident to of qualifying the Shares for inclusion in the book-entry settlement system of the DTC, (x) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto, and (xi) the performance of the Company’s and the Selling Stockholders’ other obligations hereunder which are not otherwise specifically hereunder. It is understood, however, that except as provided for in this Section. The Company Section 7, Section 8 entitled “Reimbursement of the Underwriters’ Expenses” and Section 12 entitled “Indemnity and Contribution,” the Underwriters will pay the Representative a non-accountable expense allowance all of one percent (1%) their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel Shares by them and lodging any advertising expenses incurred by the Representative and its counsel in connection connected with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).offers they may make;

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 260,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 260,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000120,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements all filing fees and communication expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under to be sold in the Securities Act and all other expenses in connection Offering (including the Additional Shares) with the preparation, printing, reproduction Commission and the filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersoffering materials with FINRA; (ii) all fees and expenses relating to the cost listing of printing or producing this Agreement, closing documents (including any compilations thereof) such Shares on such stock exchange as the Company and any other documents in connection with the offering, purchase, sale and delivery of the Offered SecuritiesRepresentative together determine; (iii) all reasonable fees, expenses in connection with the qualification and disbursements relating to background checks of the Offered Securities for offering Company’s officers and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if anydirectors; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Offered Securities 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 fees and expenses disbursements of the Representative’s counsel for such counsel’s participation in connection with the “blue sky’ and stock exchange listing the Offered Securities on Nasdaqprocess); (v) the filing fees incident tocosts of all mailing and printing of the underwriting documents (including the Underwriting Agreement, any blue sky surveys and, if appropriate, any agreement among underwriters, selected dealers’ agreement, underwriters’ questionnaire and the reasonable fees and disbursements power of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth belowattorney), any required review by FINRA of registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the terms of the sale of the Offered SecuritiesRepresentative may reasonably deem necessary; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with public relations firm; the marketing costs of the preparing, printing and delivering certificates representing such Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the for such Offered Securities; (viii) stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of the Company’s legal counsel; and (x) other agents and representatives. Upon the Representative’s request, the Company shall provide funds to pay all necessary issuesuch fees, transfer expenses and other stamp taxes disbursements in advance. For the sake of clarity, it is understood and agreed that (i) the Company shall be responsible for the Representative’s legal fees, costs and expenses in connection with the Offering; Offering irrespective of whether the Offering is consummated, and (ixii) all the maximum amount of legal fees, costs and expenses incurred in connection with by the preparation, printing, filing, shipping and distribution of Representative that 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 AgreementCompany shall be responsible for shall not exceed $220,000. The Company has paid an advance of $[100,000] to shall reimburse the Representative for its anticipated out1% of the actual amount of the Offering as non-of-pocket expenses; any advance will be returned to accountable expense of the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Offering.

Payment of Fees and Expenses. The Company covenants has agreed to pay the reasonable and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and documented out-of-pocket accountable expenses of the Company’s counsel Representatives in total up to $380,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountants accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection ADSs with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersCommission; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesADSs on a national exchange, if applicable; (iii) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “blue sky” securities laws of such states and sale under state securities lawsother jurisdictions as the Representatives may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be the Representatives’ counsel) unless such filings are not required in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificatesCompany’s proposed listing on a national exchange, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expensesfees, expenses and disbursements relating to the registration, qualification or exemption of the ADSs under the securities laws of such foreign jurisdictions as Representatives may reasonably designate; (v) legal counsel feesthe costs of all mailing and printing of the Offering documents; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving coststransfer and/or stamp taxes, if any), payable upon the transfer of ADSs from the Company to Representatives; (vii) all the fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCompany’s accountants; (viii) all necessary issue, transfer filing fees and other stamp taxes communication expenses associated with the review of the Offering by FINRA; (ix) any reasonable cost and expenses in connection with conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representatives; (x) Representatives’ actual accountable road show expenses for the Offering; (xi) the cost associated with Representatives’ use of Ipreo’s book building, prospectus tracking and compliance software for the offering; and (ixxii) all the fees for Representatives’ legal counsel. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representatives’ external counsel legal costs and detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $140,000 in total 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 Agreementevent that there is not a Closing. The Company has paid an advance will be required to pay for all expenses in excess of $[100,000] to the Representative 500 in advance by either providing for its anticipated out-of-pocket expenses; any advance will be returned direct billing to the Company to the extent the Representativeor Company’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)credit card.

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 the registration or qualification of the clearing firmOffered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, registrar without limitation, all filing and transfer agent registration fees); (e) 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 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; (viiih) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (l) the Company’s actual “road show” expenses for the Offering; and (ixm) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are of the Underwriters (including, but not actually limited to, fees 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) incurred in connection with the Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses 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 ($40,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A5110(g)).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred, it being understood and agreed that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” which expenses shall be reimbursed by the Company as provided below; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid the Representative advisory fees in connection with the Offering in the amount of $50,000 upon the execution of the engagement letter dated February 17, 2025. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 190,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees regardless of the reason this Agreement is terminated in accordance with Representative that the Company its terms, CWCO will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations of CWCO and the Selling Shareholders under this Agreement, including: (i) the fees and expenses of the accountants and counsel for CWCO 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 Shares and the Preliminary 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 Blue Sky and NASD filings or exemptions as provided herein) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including the reasonable fees and expenses of Underwriters' counsel 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, Preliminary Prospectuses and Prospectuses as herein provided; (viii) CWCO's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by CWCO; (x) any fees or costs payable to the Nasdaq National Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the costs and charges of any transfer agent; (xiii) the reasonable costs of advertising the offering, including, without limitation, with respect to the 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 the performance of CWCO's obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%Section 8(a); provided, however, that, except as specifically set forth in Section 8(c) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations ofhereof, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost Underwriters shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated their out-of-pocket expenses; , 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 Blue Sky and NASD matters. (b) CWCO shall pay as due any advance will be returned to the Company to the extent the Representative’s state or foreign registration, qualification and filing fees and any accountable out-of-pocket disbursements in connection with such registration, qualification or filing in the states and foreign jurisdictions in which the Representatives determine to offer or sell the Shares. (c) As of the Closing Date, CWCO shall have paid to Jann▇▇ ▇▇▇t▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ and First Security Van ▇▇▇▇▇▇ ▇ ▇on-accountable expenses expense allowance in the amount of $50,000 and $25,000, respectively. (d) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not actually incurred consummated because CWCO elects not to proceed with the offering for any reason or (ii) the Representatives terminate this Agreement pursuant to Section 12(b) hereof, then CWCO will pay to the Representatives the amount provided in accordance with FINRA Rule 5110(g)(4)(ASection 8(c).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum Representative’s accountable expenses, promptly upon receipt of $250,000 an invoice therefor, for out-of-pocket accountable costs and expenses, up to a maximum aggregate amount of two hundred thousand dollars ($200,000), including, but not limited to: , (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s our principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); , (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; , (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; , and (ix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement. The Company has paid an advance of advanced twenty-five thousand dollars ($[100,000] 25,000) to the Representative for to partially cover its anticipated out-of-pocket accountable expenses; any advance . The advances will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred or are less than the advances in accordance with FINRA Rule 5110(g)(4)(A5110(g)(4).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will also agrees to pay to the Representative a non-accountable expense allowance of one percent (11.0%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 200,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (ivii) all due diligence expenses; and (viii) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities and the Underwriters’ Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities and the Underwriters’ Securities; (iii) all expenses in connection with the qualification of the Offered Securities and the Underwriters’ Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities and the Underwriters’ Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will also agrees to pay to the Representative a non-accountable expense allowance of one percent (11.0%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 200,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholdersstockholders, directors and officers; (iii) the reasonable cost for road show meetings; (ivii) all due diligence expenses; and (viii) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 150,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that has agreed to pay all expenses relating to the Company will pay or cause to be paid the following: Offering, including, without limitation, (ia) the fees, disbursements all filing fees and expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction Commission; (b) all fees and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof expenses relating to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesSecurities on a national exchange, if applicable; (iiic) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “bluesky” securities laws of such states and sale under state securities laws, including the reasonable fees and disbursements of counsel for other jurisdictions as the Underwriters in connection with such qualification may reasonably designate (including, without limitation, all filing and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be the Underwriters’ counsel) unless such filings are not required in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificatesCompany’s proposed listing on a national exchange, if applicable; (viid) all fees, expenses and disbursements relating to the cost and charges registration, qualification or exemption of any transfer agent or registrarthe Offered Securities under the securities laws of such foreign jurisdictions as the Underwriters may reasonably designate; (viiie) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable up on the transfer of Offered Securities from the Company to the Underwriters; (g) the fees and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, Company’s accountants; (h) all filing fees and communication expenses associated with the production review of road show slides and graphics, fees and the Offering by FINRA; (i) up to $20,000 of the Underwriters’ actual accountable roadshow expenses of any consultants engaged in connection for the Offering; (j) the $29,500 cost associated with the road show presentations Underwriters’ use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (k) the costs associated with the prior approval bound volumes of the Company, travel Offering materials as well as commemorative mementos and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredlucite tombstones in an aggregate amount not to exceed $5,000; and (ixl) all other costs the fees for the Underwriters’ U.S. legal counsel ($125,000) and expenses incident the Underwriters’ PRC legal counsel ($100,000), such total legal fees in an aggregate amount not to exceed $225,000. Payment of the performance Underwriters’ PRC legal counsel fee of $100,000 shall specifically occur with a first initial payment of $50,000 upon submission of the Company’s obligations hereunder which are not otherwise specifically provided required CSRC filing, with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Underwriters’ total external counsel legal costs detailed in this SectionSection irrespective of whether the Offering is consummated or not, subject to $100,000 if there is no Closing. The Company will pay has agreed to conduct, at its own expense, background checks, by a background search firm acceptable to the Representative a nonUnderwriters, on the Company's senior management and board of directors. It is acknowledged that as of the date hereof, the Company had paid $125,000 to the Underwriters to cover the accountable expenses set forth herein, including $50,000 to the Underwriters' PRC legal counsel, $25,000 to the Underwriters' US legal counsel, and $50,000 to the Underwriters. The Underwriters may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the closing of the Over-accountable expense allowance Allotment Option, if any, the expenses set forth herein to be paid by the Company to the Underwriters. Additionally, on the Closing Date, or the closing of the Over-Allotment Option, one percent (11.0%) of the gross proceeds from of the Offering upon shall be provided to the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 Underwriters for outnon-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants a. Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, Celldex will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Companyobligations of Celldex under this Agreement, including: (i) the fees and expenses of the accountants and counsel for Celldex 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; (iii) 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 Underwriters’ counsel in connection therewith; (iv) the filing fees of the Commission; (v) the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and Prospectuses as herein provided; (vi) Celldex’s travel expenses in connection with meetings with the brokerage community and institutional investors; (vii) any fees or costs payable to Nasdaq as a result of the Offering; (viii) the cost of preparing, issuing and delivery to the Underwriters of any certificates evidencing the Securities; (ix) the costs and charges of any transfer agent; (x) the reasonable costs of advertising the Offering; (xi) all taxes, if any, on the issuance, delivery and transfer of the Securities sold by Celldex; and (xiii) all other costs and expenses reasonably incident to the performance of Celldex’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anySection 6(a); (vii) all fees and expenses of provided, however, that the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative Underwriters shall be responsible for its anticipated out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than Celldex’s travel expenses, and the fees and expenses of its counsel for other than with respect to Blue Sky and NASD matters. The Underwriter shall offset any advance will be returned to such fees that it incurred on behalf of the Company to as provided above from the extent proceeds of the Representative’s Offering. b. Celldex shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket accountable expenses are not actually incurred disbursements in accordance connection with FINRA Rule 5110(g)(4)(A)such Blue Sky registration, qualification or filing in the states in which the Underwriters determines to offer or sell the Securities.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other 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 Statements 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 Statements 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 the Representatives in connection herewith, the Power of Attorney executed by each of the Underwriters in favor of the Representatives in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum (collectively with any supplement thereto, the "Blue Sky Memorandum"); (iii) the costs (other than fees and expenses of the Underwriters' Counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the authentication, insurance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold, including, without limitation, the reasonable fees and expenses (up to $10,000) 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 Statements, Preliminary Prospectuses and Prospectuses as herein provided; (viii) the Company’s 's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by the Company; (x) any fees or costs payable to the Nasdaq Stock Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any transfer agent; (xiii) the costs (up to $25,000) of advertising the offering, including, without limitation, with respect to the 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 the Company; and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Shareholders' obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiiA) the reasonable cost Underwriters shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of their counsel for other than Blue Sky and NASD matters, and (B) the Selling Shareholders shall be responsible for any advance will be returned transfer or income taxes assessed with respect to the Shares sold by the Selling Shareholders and any fees and expenses of the Selling Shareholders' counsel and such other expenses as are agreed to by the Company to and the extent the Representative’s Selling Shareholders or as may be required by law or regulation. (b) The Company shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket accountable expenses disbursements in connection with such registration, qualification or filing in the states in which the Representatives determine to offer or sell the Shares. (c) If the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not actually consummated because the Company or the Selling Shareholders elect not to proceed with the offering for any reason or if the Representatives terminate this Agreement pursuant to Section 10(b) hereof, then the Company will reimburse the Representatives for their out-of-pocket expenses, including, without limitation, fees and disbursements of Underwriters' Counsel, incurred in accordance connection with FINRA Rule 5110(g)(4)(A)investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder, in an amount not to exceed $150,000.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 215,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 215,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 120,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company covenants and agrees with Representative that the Company will to pay or cause to be paid the following: (i) the feesreasonable, disbursements actual and accountable costs, fees and expenses of the Company’s counsel and accountants incurred in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securitiestransactions contemplated hereby, including without limitationlimitation to, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); , (viiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; , (viiiiii) 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, (ixv) 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; (vi) all filing fees, all fees and expenses in connection with listing the Firm Shares on the Exchange, attorneys’ fees and expenses incurred by the Company, or the 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; (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Firm Shares; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Firm Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants (in each case, not including the Underwriters and their representatives) and any other costs in connection with the road show; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid will pay the Underwriters a non-accountable expense allowance of 1% of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative’s reasonable and documented accountable expenses, promptly upon receipt of an advance of $[100,000] to the Representative invoice therefore, for its anticipated out-of-pocket costs and expenses, in total up to one hundred and seventy five thousand dollars ($175,000) including but not limited to, (A) fees of legal counsel incurred by the underwriters in connection with the offering; (B) all third party due diligence include the cost of any background checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, (F) background check consultant and (G) any advance will be returned to third-party valuation firms retained by the Company to Representative in connection with the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Offering.

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 the registration or qualification of the clearing firmOffered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, registrar without limitation, all filing and transfer agent registration fees); (e) 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 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; (viiih) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (l) the Company’s actual “road show” expenses for the Offering; and (ixm) all costs out-of-pocket accountable expenses of the Underwriters (including, but not limited to, all fees, expenses and expenses 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 in connection with the preparation, printing, filing, shipping and distribution Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds 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. The Company has paid an advance of $[100,000] Offering payable to the Representative for its anticipated Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket expenses; any advance 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 the Representativerepresentative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqthe Exchange; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred, it being understood and agreed that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” which expenses shall be reimbursed by the Company as provided below; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid Revere advisory fees in connection with the Offering in the amount of $50,000 upon the execution of the engagement letter dated February 17, 2025, together with any and all amendments, modifications, or assignments thereto made thereafter (the “Engagement Letter”). The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative Underwriters up to a maximum of $250,000 190,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction reproduction, and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on NasdaqNYSE American; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 225,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 225,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000*] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. (a) The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to incurred by it in the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. . (b) The Company will also agrees to pay to the Representative a non-accountable expense allowance of one percent (11.0%) of the gross proceeds from the Offering upon the Closing of the Offering. . (c) The Company will also reimburse the Representative up to a maximum of $250,000 150,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all to travel, due diligence expenses, reasonable travel fees and lodging expenses incurred by the Representative of its legal counsel, roadshow and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders's principals, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution performance 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 Agreementits services hereunder. The Company has paid an advance of $[100,00050,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the event that there is not a Closing.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, York Water will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Companyobligations of York Water under this Agreement, including: (i) the fees and expenses of the accountants and counsel for York Water incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement and any Blue Sky memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriter’s counsel except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriter; (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 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, any Issuer Free Writing Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) York Water’s travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by York Water; (x) any fees or costs payable to the NASDAQ Global Select Market as a result of the offering; (xi) the cost of preparing, issuing and delivery to the Underwriter of any certificates evidencing the Shares; (xii) the costs and charges of any transfer agent; (xiii) the reasonable costs of advertising the offering the aggregate of which shall not exceed $5,000; (xiv) 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 performance of York Water’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will 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 expenses, 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 Blue Sky and NASD matters. (b) On the Closing Date, York Water shall pay the Representative Underwriter a non-accountable expense allowance in the amount of one percent $40,000. (1%c) of If (i) the gross proceeds from the Offering upon the Closing of Underwriter is willing to proceed with the Offering. The Company , and the transactions contemplated by this Agreement are not consummated because York Water elects not to proceed with the offering for any reason or (ii) the Underwriter terminates this Agreement pursuant to Section 11(b)(i) hereof, then York Water will also reimburse the Representative up to a maximum of $250,000 Underwriter for its incurred reasonable out-of-pocket accountable expenses, including, expenses relating to the Offering (including but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) to the reasonable cost for road show meetingsfees and disbursements to its counsel); (iv) all due diligence expenses; (v) legal counsel fees; (vi) provided, however, such reimbursement shall not exceed $60,000. The Underwriter shall present a reasonable accounting of all expenses incidental for which reimbursement is claimed hereunder. If this Agreement is terminated or the offering is not consummated for any reason other than as set forth in the preceding sentence, York Water will not be obligated to reimburse the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative Underwriter for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)amounts.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred, it being understood and agreed that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” which expenses shall be reimbursed by the Company as provided below; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company has paid Revere Securities LLC (“Revere”) advisory fees in connection with the Offering in the amount of $50,000 upon the execution of the engagement letter with Revere dated February 17, 2025. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative Underwriters up to a maximum of $250,000 190,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will Credit Parties agree to pay or cause to be paid the following: Lender upon demand: (ia) the fees, disbursements reasonable costs and expenses of the Company’s counsel and accountants Lender incurred in connection with the registration administration of the Offered Securities under the Securities Act and all other expenses credit facilities provided by this agreement, including in connection with the preparationelectronic interfacing, printingperiodic auditing, reproduction Collateral monitoring, and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus modifying and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing amending this Agreement, closing documents (including any compilations thereof) Agreement and any other documents Loan Documents; (b) any taxes (including interest and penalties in connection respect thereto) payable by the Lender (other than taxes based upon Lender's net income or profits) on or with respect to the offering, purchase, sale and delivery of the Offered Securities; transactions contemplated by this Agreement; (iiic) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees fees, expenses and disbursements of the Lender's counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of any local counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses 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 or waivers hereto or hereunder; (d) the fees, expenses and certificates disbursements of experts)the Lender incurred by the Lender in connection with the preparation, each Issuer Free Writing Prospectusadministration or interpretation of the Loan Documents and other instruments mentioned herein, each preliminary prospectus including all title insurance premiums and the Prospectussurveyor, engineering, collateral audit, and appraisal fees, expenses and charges; (e) any fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by the Lender in establishing, maintaining or handling the Lockbox Accounts and any other accounts for the disbursement of the Loans and/or the collection of any of the Collateral; (f) all amendments and supplements thereto, and this Agreement. The Company has paid an advance of $[100,000] to the Representative for its anticipated reasonable out-of-pocket expenses; expenses (including without limitation reasonable attorneys' fees and costs, which attorneys may be employees of the Lender, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by the Lender in connection with (i) the enforcement of or preservation of rights under any advance will be returned of the Loan Documents against Credit Parties 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 Company Lender's relationship with Credit Parties or any of its Affiliates except for any gross negligence or willful misconduct on the part of Lender, as determined by a court of competent jurisdiction in a final order no longer subject to appeal; and (g) all reasonable fees, expenses and disbursements of the extent the Representative’s out-of-pocket accountable expenses are not actually Lender incurred in accordance connection with FINRA Rule 5110(g)(4)(A)UCC or title searches, UCC filings or mortgage recordings. All such costs and expenses shall constitute Obligations hereunder secured by the Lender's Liens in the Collateral. The covenants of this Section 12.1 shall survive payment and satisfaction of the Obligations.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 270,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 270,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 145,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. (a) The Company covenants Placement Agent shall be paid, upon consummation of the Offering, a transaction fee, payable in cash equal to five percent (5%) of the gross proceeds received by the Trust from the sale of the Shares by the Placement Agent at the Closing Date, which will be paid to, and agrees allocated by, the Placement Agent among any Sub-Placement Agents in its sole discretion, if applicable. Of that five percent (5%), the Sponsor has paid the Placement Agent $50,000 as an advance, which shall be reimbursed to the Sponsor to the extent not actuall incurred, in compliance with Representative that FINRA Rule 5110(g)(4)(A). In the Company event $20,000,000 or more is raised in the Offering, the Sponsor will pay the Placement Agent an additional $50,000 within three (3) months of the Closing Date, and in the event $50,000,000 or cause to more is raised in the Offering, such amount will be paid within one (1) month of the following: Closing Date. (b) Whether or not the transactions contemplated by this Agreement and the Registration Statement are consummated or this Agreement is terminated, the Trust hereby agrees to pay the following reasonable and documented costs and expenses incurred by the Placement Agent incident to the Offering, subject to the limitations of FINRA Rule 2310 and 5110, as applicable: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction formatting for ▇▇▇▇▇ and filing of the Registration Statement, and any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Placement Agent and dealers; ; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Offered Trust’s counsel and accountants in connection with the registration of the Shares under the Securities on Nasdaq; Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Shares for offering and sale under state or blue sky laws, up to $5,000; (v) all reasonable travel expenses of the filing fees incident toPlacement Agent’s officers, directors and employees and any other expense of the reasonable fees and disbursements of counsel for the Underwriters Placement Agent incurred in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA attending or hosting meetings with prospective purchasers of the terms of Shares, with such expenses incurred directly by the sale of Placement Agent not to exceed $10,000 in the Offered Securities; aggregate; (vi) any stock transfer taxes incurred in connection with this Agreement or the cost of preparing share certificates, if applicable; Offering; (vii) the costs associated with preparing certificates representing the Shares; (viii) the cost and charges of any transfer agent or registrarregistrar for the Shares; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and and (ix) all other costs Placement Agent’s counsel’s fees and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a nonthird-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative party due diligence expenses, collectively, up to a maximum $75,000 and for the avoidance of $250,000 for out-of-pocket accountable expensesdoubt, including, but these fees do not limited to: (i) all reasonable travel and lodging expenses incurred by include the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; fees described under clause (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)herein.

Payment of Fees and Expenses. The In consideration of the services to be performed by the Remarketing Agent under this Agreement, the Company covenants and agrees with Representative that to pay to the Remarketing Agent, if there are Sufficient Clearing Bids in the Rate Reset Auction, a fee equal to .50% of the Liquidation Amount of the Capital Securities (or, if a Distribution Event shall have occurred, .50% of the principal amount of the Junior Subordinated Debt Securities) outstanding on the Rate Reset Pricing Date. In addition, the Company will pay or cause to be paid reimburse the following: Remarketing Agent upon demand for all out-of-pocket expenses (iincluding reasonable fees and disbursements of counsel) the fees, disbursements and expenses of the Company’s counsel and accountants that shall have been incurred by it in connection with the registration performance of its obligations enumerated in Section 2. Whether or not there are Sufficient Clearing Bids in the Offered Securities under Rate Reset Auction, the Securities Act and all other expenses in connection with Company agrees to pay (a) the costs incident to the preparation, printing, reproduction printing and filing distribution of the Offering Materials; (b) the registration fee and other costs of filing under the Act any Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and any exhibits or amendments thereto; (c) the Prospectus fees and amendments expenses of qualifying the Capital Securities (or, if a Distribution Event shall have occurred, the Junior Subordinated Debt Securities) under the securities laws of the several jurisdictions as provided in Section 3(e)(ix) and supplements thereto of preparing, printing and the mailing distributing a Blue Sky Memorandum (including related fees and delivering expenses of copies thereof counsel to the Underwriters and dealersRemarketing Agent); (iid) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters Remarketing Agent in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required its review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredOffering Materials; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiie) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firmAuction Agent, registrar the Property Trustee and transfer agent the Debenture Trustee (including any fees and expenses of the Offered Securities; (viiitheir respective counsel) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses incurred in connection with transactions contemplated hereby, including 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)Rate Reset Auction.

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 Representatives together determine, including any fees charged by DTC for new securities; (d) all fees, expenses and disbursements relating to the registration or qualification of the clearing firmOffered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representatives may reasonably designate (including, registrar without limitation, all filing and transfer agent registration fees); (e) 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 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; (viiih) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (l) the Company’s actual “road show” expenses for the Offering; and (ixm) all costs out-of-pocket accountable expenses of the Underwriters (including, but not limited to, all fees, expenses and expenses 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 in connection with the preparation, printing, filing, shipping and distribution Underwriters’ performance of their obligations hereunder. The Representatives may deduct from the net proceeds 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. The Company has paid an advance of $[100,000] Offering payable to the Representative for its anticipated Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket expenses; any advance 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 the Representative’s Representatives’ out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. a. The Company covenants and agrees with Representative that Servicer shall pay all of the Company will pay or cause to be paid the following: (i) the fees, disbursements fees and expenses of incurred by the Company’s counsel and accountants Servicer in connection providing each Subaccount (other than the Money Market II Subaccount) with the registration of the Offered Securities under the Securities Act services and all other expenses facilities described in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and except as otherwise provided herein. b. Notwithstanding any other documents in connection with provision of this Agreement, each Subaccount (other than the offeringMoney Market II Subaccount) shall pay, purchase, sale and delivery of or reimburse the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel Servicer for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) payment of, all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject not directly related to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection Servicer's providing each such Subaccount with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides services and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for facilities described in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesAgreement, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all following described fees and expenses of the clearing firmSeparate Account (hereinafter called "Direct Expenses"), registrar whether or not billed to the Separate Account or said Subaccount, the Servicer, or any related entity: (i) f e es and transfer agent expenses relating to investment advisory services; (ii) fees and expenses of custodian and depositories and banking services fees and costs; (iii) fees and expenses of outside legal counsel and any legal counsel directly employed by the Subaccounts and the Separate Account; (iv) fees and expenses of independent auditors and income tax preparation and expenses of obtaining quotations for the purpose of calculating the value of the Offered Securities; assets of the Subaccounts; (v) fees and expenses of consultants; (vi) interest charges; (vii) all Federal, state, and local taxes (including, w i t hout limitation, premium, stamp, excise, income, and franchise taxes); (viii) all necessary issue, transfer costs and other stamp taxes in connection with expenses of issuing and surrendering Units of the Offering; and Separate Account; (ix) all costs incidental to or associated with meetings of Contract Owners; (x) fees and expenses incurred in connection with of registering or qualifying Contracts for sale under Federal securities laws and state insurance laws; (xi) costs (including postage) of printing and m a iling prospectuses, confirmations, proxy statements, and other reports and notices to Contract Owners and to governmental agencies; (xii) the preparation, printing, filing, shipping Separate Account portion of premiums on all insurance and distribution bonds and other expenses of fidelity and liability insurance and bonding covering the Separate Account; (xiii) fees and expenses of the Registration Statement (including financial statements, exhibits, schedules, consents disinterested Managers and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement. The Company has paid an advance of $[100,000] expenses incidental to the Representative meetings of the Board; (xiv) fees and expenses paid to any securities pricing organization; (xv) dues and expenses associated with membership in any industry association; (xvi) costs for its anticipated out-of-pocket expensesincoming telephone WATS lines; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)and (xvii) organizational costs.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, Middlesex will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Companyobligations of Middlesex under this Agreement, including: (i) the fees and expenses of the accountants and counsel for Middlesex incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement, 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 any 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 Blue Sky and NASD filings or exemptions as provided herein) incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states or foreign jurisdictions in which the Shares are to be offered or sold, including the reasonable fees and expenses of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for such purpose, which together with the fees, expenses and other costs described in clause (v) below, shall not exceed $20,000 in the aggregate; (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, the Disclosure Package, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) Middlesex’s travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by Middlesex; (x) any fees or costs payable to The Nasdaq Global Select Market as a result of the offering; (xi) the cost of preparing, issuing and delivery to the Underwriters of any certificates evidencing the Shares; (xii) the costs and charges of any transfer agent; (xiii) the reasonable costs of advertising the offering provided the same are approved in advance by Middlesex; (xiv) 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 performance of Middlesex’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will 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 expenses, 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 Blue Sky and NASD matters. (b) On the Closing Date, Middlesex shall pay the Representative Representatives a non-accountable expense allowance in the amount of one percent $50,000. (1%c) of If (i) the gross proceeds from Underwriters are willing to proceed with the Offering upon offering, and the Closing of transactions contemplated by this Agreement are not consummated because Middlesex elects not to proceed with the Offering. The Company offering for any reason or (ii) the Representatives terminate this Agreement pursuant to Section 11(b)(i) hereof, then Middlesex will also reimburse the Representative up to a maximum of $250,000 Underwriters for their incurred reasonable out-of-pocket accountable expenses, expenses relating to the Offering (including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) to the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) fees and disbursements to its counsel), which reimbursement shall not exceed $150,000. The Representatives shall present a reasonable accounting of all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)which reimbursement is claimed hereunder.

Payment of Fees and Expenses. The Company covenants has agreed to pay the reasonable and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and documented out-of-pocket accountable expenses of the Company’s counsel Representatives in total up to $380,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountants accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection ADSs with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersCommission; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesADSs on a national exchange, if applicable; (iii) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “blue sky” securities laws of such states and sale under state securities lawsother jurisdictions as ▇▇▇▇▇▇▇▇ and WestPark may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be ▇▇▇▇▇▇▇▇ and WestPark’s counsel) unless such filings are not required in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificatesCompany’s proposed listing on a national exchange, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expensesfees, expenses and disbursements relating to the registration, qualification or exemption of the ADSs under the securities laws of such foreign jurisdictions as Representatives may reasonably designate; (v) legal counsel feesthe costs of all mailing and printing of the Offering documents; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving coststransfer and/or stamp taxes, if any), payable upon the transfer of ADSs from the Company to Representatives; (vii) all the fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCompany’s accountants; (viii) all necessary issue, transfer filing fees and other stamp taxes communication expenses associated with the review of the Offering by FINRA; (ix) any reasonable cost and expenses in connection with conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representatives; (x) Representatives’ actual accountable road show expenses for the Offering; (xi) the cost associated with Representatives’ use of Ipreo’s book building, prospectus tracking and compliance software for the offering; and (ixxii) all the fees for Representatives’ legal counsel. For the sake of clarity, it is understood and agreed that the Company shall be responsible for Representatives’ external counsel legal costs and detailed in this Section irrespective of whether the Offering is consummated or not, subject to a cap of $140,000 in total 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 Agreementevent that there is not a Closing. The Company has paid an advance will be required to pay for all expenses in excess of $[100,000] to the Representative 500 in advance by either providing for its anticipated out-of-pocket expenses; any advance will be returned direct billing to the Company to the extent the Representativeor Company’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)credit card.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, CWCO will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in of CWCO under this Section. The Company will pay Agreement, including: (i) the Representative a non-accountable expense allowance of one percent (1%) fees and expenses of the gross proceeds accountants and counsel for CWCO incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; (ii) printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement, 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) the fees, expenses and other costs of, or incident to, securing any review or approvals by or from the Offering upon NASD, including the Closing reasonable fees and expenses of the Offering. The Company will also reimburse Underwriters’ counsel, provided that the Representative up aggregate fees and expenses for Underwriters’ counsel under this clause (iii) shall not exceed $15,000 if the transactions contemplated by this Agreement are consummated or shall not exceed $50,000 under the conditions specified in Section 9 of the Letter Agreement; (iv) the filing fees of the SEC; (v) the cost of furnishing to a maximum the Underwriters copies of $250,000 for out-of-pocket accountable expensesthe Registration Statement, the Disclosure Package, any 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 associated with settlement in same day funds (including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable interest or cost for road show meetings; (iv) all due diligence of funds expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs), if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securitiesdesired by CWCO; (viii) all necessary issue, transfer and other stamp taxes in connection with any fees or costs payable to The Nasdaq Global Select Market as a result of the Offeringoffering; and (ix) all costs the cost of preparing, issuing 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. The Company has paid an advance of $[100,000] delivery to the Representative for its anticipated out-of-pocket expenses; Underwriters of any advance will be returned to certificates evidencing the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).Shares;

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that to pay on the Company will pay or cause Closing Date, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) the fees, disbursements all filing fees and communication expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses Ordinary Shares to be sold in connection this Offering with the preparation, printing, reproduction Commission and the filing and review of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersoffering materials with FINRA; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesOrdinary Shares on Nasdaq; (iii) all reasonable fees, expenses in connection with the qualification and disbursements relating to background checks of the Offered Securities for offering officers and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if anydirectors; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toreasonable legal fees, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of incurred by the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesRepresentative, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel or the Representative’s Counsel in connection with visits to, and examinations of, the Company; (iiv) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost translation costs for road show meetings; (iv) all due diligence expenses; (v) legal counsel feespurposes; (vi) all fees, expenses incidental and disbursements relating to the issuance registration or qualification of such Ordinary Shares under the “blue sky” securities laws of such states and delivery other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of the Offered Securities (including all printing and engraving costs, if anyRepresentative’s Counsel); (vii) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares and the fees and expenses of the clearing firm, registrar and transfer agent for such shares; (ix) share transfer taxes, if any; (x) the fees and expenses of the Offered SecuritiesCompany’s accountants, legal counsel, public relations firm and other agents and representatives; (viiixi) all necessary issueexpenses, transfer including without limitation, travel and other stamp taxes in connection with the Offeringlodging expenses for all road show meetings and preparation of a power point presentation; and (ixxii) all the costs and expenses incurred in connection associated with the preparation, printing, filing, shipping and distribution “tombstone or Lucite” advertisements up to a maximum 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$250,000. The Company has paid an advance of advanced $[100,000__] to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(g).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqthe Nasdaq Capital Market; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 150,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 150,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000*] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid paid, and bear or cause to be borne, all necessary costs and expenses incident to the followingperformance of the obligations of the Company under this Agreement, including: (i) the fees, disbursements fees and expenses of the Company’s accountants and counsel for the Company incurred in the preparation of the Registration Statement and accountants 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, any Agreement Among Underwriters, the Indenture and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel (except any required fees incurred in connection with Blue Sky and FINRA filings or exemptions as provided herein)) incident to the registration execution, authentication, issuance, sale and delivery of the Offered Securities under Notes to the Securities Act Underwriters; (iv) any required fees, expenses and all other costs of qualifying the Notes for sale under the securities or Blue Sky laws of any jurisdiction in which the Notes are to be offered or sold, including the reasonable fees and expenses in connection with of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for such purpose; (v) any required fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (including the preparation, printing, reproduction 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, any preliminary prospectus, any Issuer Free Writing Prospectus Prospectuses, any Preliminary Prospectuses and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersProspectuses as herein provided; (iiviii) if applicable, the Company’s travel expenses in connection with any roadshow; (ix) the cost of printing or producing this Agreementpreparing, closing documents issuing and delivery to the Underwriters through the facilities of DTC certificates evidencing the Notes; (x) the fees and expenses of the Trustee, including any compilations thereofthe fees and disbursements of its counsel; (xi) the reasonable costs of advertising the offering; (xii) all taxes, if any, on the issuance, delivery and any other documents transfer of the Notes sold by the Company; (xiii) all fees payable in connection with the offering, purchase, sale and delivery rating of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredNotes; and (ixxiv) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anySection 6(a); (vii) all fees and expenses of provided, however, that the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative Underwriters shall be responsible for its anticipated their out-of-pocket expenses; , including those associated with any advance will be returned roadshow, other than the Company’s travel expenses, and the fees and expenses of their counsel, other than with respect to any applicable Blue Sky and FINRA matters. (b) If (i) the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not consummated because the Company elects not to proceed with the extent offering for any reason or (ii) the Representative’s Representative terminates this Agreement pursuant to Section 10(b)(i) hereof, then the Company will reimburse the Underwriters for their out-of-pocket accountable expenses are relating to the offering (including but not actually incurred in accordance with FINRA Rule 5110(g)(4)(Alimited to fees and disbursements to their counsel). The Representative shall present a reasonable accounting of all expenses for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 50,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will has agreed to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqproposed Offering, including, without limitation: the Company’s legal and accounting fees and disbursements; the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents (v) all in such quantities as the Representative may reasonably require); preparing and printing share certificates and warrant certificates; the costs of any “due diligence” meetings; all reasonable and documented fees and expenses for conducting a net road show presentation; all filing fees incident to(including Commission filing fees) and communication expenses relating to the registration of the shares to be sold in the Offering, DTC fee, executive background check fee, FINRA filing fees; transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; and the fees and expenses of the transfer agent, clearing firm and registrar for the Ordinary Shares; the reasonable and documented fees and disbursements of the Representative’s counsel up to an amount of $100,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for in this Section 4); background checks of the Underwriters Company’s officers and directors up to a maximum of $15,000; and preparation of bound volumes and mementos in connection with (subject such quantities as the Representative may reasonably request up to an amount of $2,500; provided that the actual reimbursable expenses of the underwriters shall not exceed $150,000. The Company has advanced $125,000 to the $250,000 maximum of reimbursable Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 the registration or qualification of the clearing firmOffered Securities under the “Blue Sky” laws of such states and other jurisdictions as the Representative may reasonably designate (including, registrar without limitation, all filing and transfer agent registration fees); (e) 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 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; (viiih) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (l) the Company’s actual “road show” expenses for the Offering; and (ixm) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are of the Underwriters (including, but not actually limited to, fees 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) incurred in connection with the Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses 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 Representative up to a maximum aggregate expense allowance of $230,000 ($100,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A5110(g).), or $150,000to the extent there is no Closing,

Payment of Fees and Expenses. The Company covenants Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will agrees to pay (or cause to be reimburse if paid by the following: Underwriters) all costs, expenses, fees and taxes in connection with (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction preparation and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus the Disclosure Package and the Prospectus Prospectus, and any amendments and or supplements thereto thereto, and the mailing printing and delivering furnishing of copies of each thereof to the Underwriters and dealers; to dealers (including costs of mailing and shipment), (ii) the cost of printing or producing this Agreementregistration, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchaseissue, sale and delivery of the Offered Securities; 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) all expenses in connection with 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 Offered Securities Shares for offering and sale under state securities laws, or foreign laws (including the reasonable 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 in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; 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 incident to, and the reasonable fees and other disbursements of counsel for to the Underwriters relating to FINRA matters in connection with (subject an amount not to the exceed $250,000 maximum of reimbursable out-of-pocket expenses set forth below)15,500.00, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost fees and charges disbursements of any transfer agent or registrar; registrar for the Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” or meetings undertaken in connection with the marketing of the Offered Securitiesoffering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with presentations, travel, lodging and other expenses incurred by the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if consultants, and the cost of any incurred; and aircraft chartered in connection with the road show, (ix) all the fees and other costs disbursements of counsel to the Underwriter in an amount not to exceed $80,000.00 and expenses incident to (x) the performance of the Company’s other obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)hereunder.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid paid, and bear or cause to be borne, all necessary costs and expenses incident to the followingperformance of the obligations of the Company under this Agreement, including: (i) the fees, disbursements fees and expenses of the Company’s accountants and counsel for the Company incurred in the preparation of the Registration Statement and accountants 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, any Selected Dealer Agreement and any related documents and any Blue Sky memorandum (and any supplement thereto); (iii) the costs and expenses (other than fees and expenses of the Underwriters’ counsel except any required fees incurred in connection with Blue Sky and FINRA filings or exemptions as provided herein) incident to the registration authentication, issuance, sale and delivery of the Offered Securities under Shares to the Securities Act Underwriters; (iv) any required fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of any jurisdiction in which the Shares are to be offered or sold, including the reasonable fees and expenses in connection with of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for such purpose; (v) any required fees, expenses and other costs of, or incident to, securing any review or approvals by or from FINRA, (including the preparationreasonable fees and expenses of the Underwriters’ counsel), printing, reproduction and (vi) the filing fees of the SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Prospectuses, any Preliminary Prospectuses and Prospectuses as herein provided; (viii) if applicable, the Prospectus Company’s travel expenses in connection with meetings with the brokerage community and amendments institutional investors; (ix) the costs and supplements thereto and expenses associated with settlement in same-day funds (including, but not limited to, interest or cost of funds expenses), if desired by the mailing and delivering of copies thereof Company; (x) any fees or costs payable to the Underwriters and dealersNYSE as a result of the offering; (iixi) the cost of printing or producing this Agreementpreparing, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale issuing and delivery to the Underwriters through the facilities of DTC of any certificates evidencing the Offered SecuritiesShares; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (vxii) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost costs and charges of any transfer agent or registraragent; (viiixiii) the reasonable costs of advertising the offering; (xiv) all taxes, if any, on the issuance, delivery and expenses transfer of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of Shares sold by the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ixxv) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if anySection 7(a); (vii) all fees and expenses of provided, however, that the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative Underwriters shall be responsible for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than the Company’s travel expenses, and the fees and expenses of their counsel for other than with respect to any advance will be returned applicable Blue Sky and FINRA matters. (b) If (i) the Underwriters are willing to proceed with the Offering, and the transactions contemplated by this Agreement are not consummated because the Company elects not to proceed with the extent offering for any reason or (ii) the Representative’s Representatives terminate this Agreement pursuant to Section 11(b)(i) hereof, then the Company will reimburse the Underwriters for their out-of-pocket accountable expenses are relating to the Offering (including but not actually incurred in accordance with FINRA Rule 5110(g)(4)(Alimited to fees and disbursements to their counsel). The Representatives shall present a reasonable accounting of all expenses for which reimbursement is claimed hereunder.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (a) all filing fees and expenses relating to the registration of the Offered Securities with the Commission; (b) all fees and expenses relating to the listing of the Company’s Offered Securities on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representatives may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will also reimburse be the Representative up Representatives’ counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Representatives 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 Offered Securities from the Company to the Representatives; and (g) the fees and expenses of the Company’s Accountant; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; and (i) a maximum of $250,000 100,000 for reasonable, necessary and accountable out-of-pocket fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Representatives’ counsel, less any advances previously paid as of the date hereof. The Company has advanced $50,000 to the Representatives to partially cover their out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an Any advance of $[100,000] to the Representative for its anticipated against out-of-pocket expenses; any advance costs and expenses will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(g)(4).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that has agreed to pay all expenses relating to the Company will pay or cause to be paid the following: Offering, including, without limitation, (ia) the fees, disbursements all filing fees and expenses of the Company’s counsel and accountants in connection with relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction Commission; (b) all fees and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof expenses relating to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesSecurities on a national exchange, if applicable; (iiic) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “bluesky” securities laws of such states and sale under state securities lawsother jurisdictions as the Representative may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificatesCompany’s proposed listing on a national exchange, if applicable; (viid) all fees, expenses and disbursements relating to the cost and charges registration, qualification or exemption of any transfer agent or registrarthe Offered Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (viiie) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable up on the transfer of Offered Securities from the Company to the Representative; (g) the fees and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, Company’s accountants; (h) all filing fees and communication expenses associated with the production review of road show slides and graphics, fees and the Offering by FINRA; (i) up to $20,000 of the Representative’s actual accountable roadshow expenses of any consultants engaged in connection for the Offering; (j) the $29,500 cost associated with the road show presentations Representative’s use of Ipreo’s book building, prospectus tracking and compliance software for the offering; (k) the costs associated with the prior approval bound volumes of the Company, travel Offering materials as well as commemorative mementos and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredlucite tombstones in an aggregate amount not to exceed $5,000; and (ixl) all other costs the fees for the Representative’s U.S. legal counsel ($125,000) and expenses incident the Representative’s PRC legal counsel ($100,000), such total legal fees in an aggregate amount not to exceed $225,000. Payment of the performance Representative’s PRC legal counsel fee of $100,000 shall specifically occur with a first initial payment of $50,000 upon submission of the Company’s obligations hereunder which are not otherwise specifically provided required CSRC filing, with a second payment of $50,000 upon the Closing. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s total external counsel legal costs detailed in this SectionSection irrespective of whether the Offering is consummated or not, subject to $100,000 if there is no Closing. The Company has agreed to conduct, at its own expense, background checks, by a background search firm acceptable to the Representative, on the Company's senior management and board of directors. Additionally, the Company will pay provide an expense advance to the Representative a non-accountable expense allowance of one percent (1%) $50,000, which is payable upon the commencement of any of the gross proceeds from the Offering upon the Closing of Representative’s services related to the Offering. The Company will also reimburse ; the Representative up to a maximum of $250,000 for advance shall be applied towards out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel expense set forth herein and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery any portion of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will shall be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)incurred. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the closing of the Over-Allotment Option, if any, the expenses set forth herein to be paid by the Company to the underwriters. Additionally, on the Closing Date, or the closing of the Over-Allotment Option, one percent (1.0%) of the gross proceeds of the Offering shall be provided to the Representative for non-accountable expenses.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company Partnership will pay or cause to be paid the following: (i) the feesall costs, disbursements expenses, fees and expenses of the Company’s counsel and accountants taxes in connection with (1) the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction preparation and filing of the Registration StatementStatement (including fees applicable to the Registration Statement in connection with the 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 Issuer Permitted Free Writing Prospectus and the Prospectus and any amendments and or supplements thereto thereto, and the mailing printing and delivering furnishing of copies of each thereof to the Underwriters Manager and, as applicable, to dealers, investors and dealers; prospective investors (iiincluding costs of mailing and shipment), (2) the cost of printing or producing this Agreementregistration, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale issue and delivery of the Offered Securities; , (iii3) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities lawsthe Offered 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 reasonable fees and disbursements of counsel for to the Underwriters Manager in connection with such qualification and in connection with therewith), (4) the Blue Sky survey if any; (iv) all fees and expenses in connection with listing of the Offered Securities on Nasdaq; the NYSE and any other applicable national and foreign exchanges, (v5) any registration of the Offered Securities under the Exchange Act, (6) any filing fees incident to, and for review of the reasonable public offering of the Offered Securities by FINRA (including the fees and disbursements of counsel for to the Underwriters Manager in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth belowtherewith), any required review by FINRA of the terms of the sale of the Offered Securities; (vi7) the cost of preparing share certificates, if applicable; (vii) the cost fees and charges disbursements of any transfer agent or registrar; registrar for the Offered Securities, (viii) 8) the costs and expenses of the Company Partnership relating to investor presentations on any “road show” or meetings undertaken in connection with the marketing of the offering and sale of the Offered SecuritiesSecurities to prospective investors and the Manager’s sales forces (if any), including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with presentations, travel, lodging and other expenses incurred by the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company Partnership and any such consultants if consultants, and the cost of any incurred; aircraft chartered in connection with the road show, (9) the fees and disbursements of counsel to the Partnership and of the Partnership’s independent registered public accounting firm and (ix10) all other costs and expenses incident to the performance of the CompanyPartnership’s other obligations hereunder which are not otherwise specifically provided for in this Sectionhereunder. The Company Partnership will pay also cover the Representative a non-accountable expense allowance of one percent (1%) due diligence and other expenses of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative Manager and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery performance of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)duties hereunder.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered SecuritiesSecurities (subject to the $225,000 maximum of reimbursable legal out-of-pocket expenses set forth below); (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (11.0%) of the gross proceeds received by the Company from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to for a maximum certain amount of $250,000 for out-of-pocket the Representative’s accountable expenses, includingincluding $5,000 for the Representative’s clearing system data services and communication expenses, but not limited to: (i) all reasonable travel $10,000 for the Representative’s Capital IQ system for comparable company analysis and lodging expenses incurred by the Representative and its counsel in connection with visits tovaluation, and examinations of, up to $225,000 for the Company; (ii) background check on the CompanyRepresentative’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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 Agreementexpenses. The Company has paid an advance of $[100,000] 60,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants a. Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the Company reason this Agreement is terminated, Basin will pay or cause to be paid paid, and bear or cause to be borne, all costs and expenses incident to the followingperformance of the obligations of Basin under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s accountants and counsel and accountants for Basin incurred in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing preparation of the Registration StatementStatement and any post-effective amendments thereto (including financial statements and exhibits), the Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus Preliminary Prospectuses and the Prospectus and any amendments and or supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersthereto; (ii) printing and mailing expenses associated with the cost of printing or producing Registration Statement and any post-effective amendments thereto, the Disclosure Package, any Preliminary Prospectus, the Prospectus, this Agreement, closing the Agreement Among Underwriters and related documents (including any compilations thereof) and any other documents as may be required in connection with the offering, purchase, sale, issuance and delivery of the 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 Blue Sky and NASD filings or exemptions as provided herein not to exceed $15,000) incident to the authentication, issuance, sale and delivery of the Offered SecuritiesShares to the Underwriters; (iiiiv) the fees, expenses and all expenses in connection with other costs of qualifying the qualification of the Offered Securities Shares for offering and sale under state the securities lawsor Blue Sky laws of those states in which the Shares are to be offered or sold, including the reasonable fees and disbursements expenses of Underwriters’ counsel and such local counsel as may have been reasonably required and retained for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqpurpose; (v) the filing fees fees, expenses and other costs of, or incident to, and securing any review or approvals by or from the reasonable NASD (including the fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered SecuritiesUnderwriters’ counsel, not to exceed $15,000; (vi) the cost filing fees of preparing share certificates, if applicablethe SEC; (vii) the cost of furnishing to the Underwriters copies of the Registration Statement, the Disclosure Package, any Preliminary Prospectuses and charges of any transfer agent or registrarProspectuses as herein provided; (viii) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by Basin; (ix) any fees or costs payable to The Nasdaq National Market as a result of the Company offering; (x) the cost of preparing, issuing and delivery to the Underwriters of any certificates evidencing the Shares; (xi) the reasonable costs incurred by the Representatives of advertising the offering, not to exceed $15,000; (xii) all taxes, if any, on the issuance, delivery and transfer of the Shares sold by Basin; (xiii) the costs and expenses of Basin relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securitiesoffering of the Shares, including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the CompanyBasin, travel and lodging expenses of the representatives Representatives and officers of the Company Basin and any such consultants if consultants, and the cost of any incurredaircraft chartered in connection with the road show (it being understood that the Underwriters shall be responsible for paying travel and lodging expenses of the representatives of the Underwriters, and any ground transportation used by representatives of Basin or the Underwriters in connection with the road show); and (ixxiv) all other costs and expenses reasonably incident to the performance of the CompanyBasin’s obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Section 7(a); and (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (ixv) all reasonable travel fees and lodging expenses disbursements of counsel incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes Underwriters in connection with the Offering; Directed Share Program and (ix) all costs and expenses stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the preparationDirected Share Program; provided, printinghowever, filingthat, shipping except as specifically set forth in Section 7(a) and distribution of 7(b) hereof, 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. The Company has paid an advance of $[100,000] to the Representative Underwriters shall be responsible for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than Basin’s travel expenses, and the fees and expenses of their counsel for other than with respect to Blue Sky and NASD matters. b. If (i) the Underwriters are willing to proceed with the offering of the Shares contemplated hereby, and the transactions contemplated by this Agreement are not consummated because Basin elects not to proceed with the offering for any advance reason or (ii) the Representatives terminate this Agreement pursuant to Section 11 hereof, then Basin will be returned to reimburse the Company to the extent the Representative’s Underwriters for their accountable out-of-pocket accountable expenses are relating to the offering (including but not actually incurred limited to the reasonable fees and disbursements to its counsel); provided, however, such reimbursement shall not exceed $150,000. The Representatives shall present an accounting of all expenses for which reimbursement is claimed hereunder. If this Agreement is terminated or the offering is not consummated for any reason other than as set forth in accordance with FINRA Rule 5110(g)(4)(A)the preceding sentence, Basin will not be obligated to reimburse the Underwriters for any amounts.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of the Company’s counsel and accountants incurred in connection with the transactions contemplated hereby, including without limitation (a) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses Class A Ordinary Shares to be sold in connection this offering with the preparation, printing, reproduction SEC and the filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and offering materials with the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersFinancial Industry Regulatory Authority (“FINRA”); (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (ivb) all fees and expenses in connection with relating to the listing of the Offered Securities Class A Ordinary Shares on Nasdaqthe Nasdaq Capital Market; (vc) all fees, expenses and 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 fees incident toand registration fees, and the reasonable fees and disbursements of counsel for the Underwriters in connection with Representative’s “blue sky” counsel); (subject d) all fees, expenses and disbursements relating to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)registration, any required review by FINRA qualification or exemption of the terms Class A Ordinary Shares under the securities laws of such foreign jurisdictions as the sale of the Offered SecuritiesRepresentative may reasonably designate; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viiie) 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; (g) the fees and expenses of the Company relating Company’s accountants; (h) up to investor presentations on any “road show” undertaken in connection with the marketing $54,500 of the Offered SecuritiesRepresentative’s various actual accountable expenses for the offering, including without limitationup to $20,000 of the Representative’s actual accountable road show expenses for the offering, expenses the $29,500 cost associated with the production Representative’s use of road show slides Ipreo’s book building, prospectus tracking and graphicscompliance software for the offering, fees and expenses of any consultants engaged in connection the costs associated with the road show presentations with the prior approval bound volumes of the Company, travel offering materials as well as commemorative mementos and lodging expenses of the representatives and officers of the Company and any such consultants if any incurredlucite tombstones in an aggregate amount not to exceed $5,000; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel the fees and lodging expenses incurred by expense for the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, senior management and board of directors and officersup to $10,000; (iiij) the reasonable cost fees for road show meetingsthe Representative’s legal counsel, in an amount not to exceed a limit of $175,000; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ixk) 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 (l) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The For the sake of clarity, it is understood and agreed that the Company has paid an advance shall be responsible for the Representative’s external counsel legal costs detailed in this Section irrespective of whether the Offering is consummated or not, subject to a maximum amount of $[100,000] 150,000 in the event that there is not a Closing. Any unused portion of the advances paid by the Company to the Representative for its anticipated out-of-pocket expenses; any advance will prior to the date hereof shall be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the Company’s cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 150,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative underwriter and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; and ; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); , (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; , (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; , and (ix) 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. The Company has paid an advance of $[100,000] 80,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). This Section 4 replaces in its entirety the section 2 (Fees and Expenses) in the exclusive engagement letter dated July 24, 2024 between the Company and the Representative which shall be of no further effect following the date hereof.

Payment of Fees and Expenses. The Company covenants and hereby agrees with Representative that the Company will to pay or cause to be paid the following: (i) the fees, disbursements and expenses on each of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus Closing Date and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof Option Closing Date, if any, to the Underwriters and dealers; (ii) extent not paid at the cost of printing or producing this AgreementClosing Date, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expensesunder this Agreement, including, but not limited to: (ia) all reasonable travel filing fees and lodging communication expenses incurred by relating to the Representative and its counsel registration of the shares of Common Stock to be sold in connection the Offering with visits to, and examinations of, the CompanyCommission; (iib) background check on all Public Filing System filing fees associated with the Company’s principal shareholders, directors and officersreview of the Offering by FINRA; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (viic) 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 Securities 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); (f) 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 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; (viiii) all necessary issuefees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s accountants; (l) the fees and expenses of the Issuer’s Counsel and other stamp taxes in connection with agents and representatives; (m) the Company’s actual “road show” expenses for the Offering; and (ixn) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are of the Underwriters (including, but not actually limited to, fees and disbursements of HTFL and the Underwriters’ reasonable travel, database, printing, postage, facsimile and telephone expenses) incurred in connection with the Underwriters’ performance of their obligations hereunder. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all such out-of-pocket fees, expenses 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 $200,000 ($25,000 of which has been paid prior to the date of this Agreement and will be reimbursed to the extent not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A5110(g)).

Payment of Fees and Expenses. The Company covenants hereby agrees to pay on each of the Closing Date and agrees with Representative that the Company will pay or cause Option Closing Date, if any, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) all filing fees and communication expenses relating to the registration of the Offered Securities and the Underwriters’ Securities with the Commission and the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq; (iii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s directors and officers ; (iv) all reasonable and documented fees and disbursements of the Representative’s Counsel; (v) the costs for due diligence meetings; (vi) all fees, expenses and disbursements relating to the registration or qualification of such securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all fees, expenses and disbursements of Representative’s Counsel relating to the registration, qualification, or exemption of the securities under the securities laws of such jurisdictions); (vii) the costs of preparing, printing, mailing, and delivering of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably require; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares to the extent required by the Representative, and the Representative’s Warrants, and the fees and expenses of the transfer agent for such securities; (ix) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (x) the fees and expenses of the Company’s counsel accountants, legal counsel, public relations firm, clearing firm and accountants in connection with the registration of the Offered Securities under the Securities Act registrar and all other expenses in connection with the preparation, printing, reproduction agents and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersrepresentatives; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iiixi) all expenses in connection with the qualification of the Offered Securities for offering reasonable and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all documented fees and expenses in connection with listing the Offered Securities on Nasdaqfor conducting a net road show presentation; and (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viiixii) the costs for preparation of bound volumes and mementos in such quantities as the Representative may reasonably request; provided that the actual accountable expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered SecuritiesRepresentative shall not exceed $250,000, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: to (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel the Representative’s Counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show roadshow meetings; (iv) all due diligence expenses; and (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of advanced $[100,000] 100,000 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Company shall also pay to the Representative by deduction from the net proceeds of the Offering, a non-accountable expense allowance, as set forth in Section 3(h), equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Company Shares.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other 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 Statements 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 Statements 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 the Representatives in connection herewith, the Power of Attorney executed by each of the Underwriters in favor of the Representatives in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum (collectively with any supplement thereto, the "Blue Sky Memorandum"); (iii) the costs (other than fees and expenses of the Underwriters' Counsel, except such fees incurred in connection with Blue Sky and NASD filings or exemptions as provided herein) incident to the authentication, insurance, sale and delivery of the Shares to the Underwriters; (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold, including, without limitation, the reasonable fees and expenses (up to $20,000) 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 Statements, Preliminary Prospectuses and Prospectuses as herein provided; (viii) the Company’s 's travel expenses in connection with meetings with the brokerage community and institutional investors; (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by the Company; (x) any fees or costs payable to the Nasdaq Stock Market as a result of the offering; (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any transfer agent; (xiii) the costs (up to $25,000) of advertising the offering, including, without limitation, with respect to the 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 the Company; and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Shareholders' obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiiA) the reasonable cost Underwriters shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of their counsel for other than Blue Sky and NASD matters, and (B) the Selling Shareholders shall be responsible for any advance will be returned transfer or income taxes assessed with respect to the Shares sold by the Selling Shareholders and any fees and expenses of the Selling Shareholders' counsel and such other expenses as are agreed to by the Company to and the extent the Representative’s Selling Shareholders or as may be required by law or regulation. (b) The Company shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket accountable expenses disbursements in connection with such registration, qualification or filing in the states in which the Representatives determine to offer or sell the Shares. (c) If the Underwriters are willing to proceed with the offering, and the transactions contemplated by this Agreement are not actually consummated because the Company or the Selling Shareholders elect not to proceed with the offering for any reason or if the Representatives terminate this Agreement pursuant to Section 10(b) hereof, then the Company will reimburse the Representatives for their out-of-pocket expenses, including, without limitation, fees and disbursements of Underwriters' Counsel, incurred in accordance connection with FINRA Rule 5110(g)(4)(A)investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder, in an amount not to exceed $150,000.

Payment of Fees and Expenses. The Company covenants hereby agrees to pay on each of the Closing Date and agrees with Representative that the Company will pay or cause Option Closing Date, if any, to be the extent not paid at the following: Closing Date, all expenses relating to the Offering, including but not limited to (i) all filing fees and communication expenses relating to the registration of the Offered Securities and the Underwriters’ Securities with the Commission and the filing and review of the offering materials with FINRA; (ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq; (iii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s directors and officers ; (iv) all reasonable and documented fees and disbursements of the Representative’s Counsel up to $100,000; (v) the costs for due diligence meetings; (vi) all fees, expenses and disbursements relating to the registration or qualification of such securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all fees, expenses and disbursements of Representative’s Counsel relating to the registration, qualification, or exemption of the securities under the securities laws of such jurisdictions); (vii) the costs of preparing, printing, mailing, and delivering of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably require; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares to the extent required by the Representative and the Representative’s Warrants, and the fees and expenses of the transfer agent for such securities; (ix) transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; (x) the fees and expenses of the Company’s counsel accountants, legal counsel, public relations firm, clearing firm and accountants registrar and other agents and representatives; (xi) all reasonable and documented fees and expenses for conducting a net road show presentation; and (xii) the costs for preparation of bound volumes and mementos in connection with such quantities as the registration Representative may reasonably request up to $2,500; provided that the actual accountable expenses of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities lawsRepresentative shall not exceed $140,000, including the background checks, travel and lodging, “road show,” due diligence, “tombstone and lucite” expenses, and reasonable legal fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject Representative’s Counsel. The Company has advanced $[•] to the $250,000 maximum of reimbursable Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants has agreed to pay the reasonable and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and documented out-of-pocket accountable expenses of the Company’s counsel Representative 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 all reasonable, actual and accountants accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection ADSs with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersCommission; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesADSs on a national exchange, if applicable; (iii) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the "blue sky" securities laws of such states and sale under state securities lawsother jurisdictions as ▇▇ ▇▇▇▇▇▇ may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company's "blue sky" counsel, which will be ▇▇ ▇▇▇▇▇▇'▇ counsel) unless such filings are not required in connection with the Company'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 accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) any reasonable cost and expenses in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (x) up to $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 compliance software for the offering; (xii) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (xiii) the fees for Representative’s legal counsel, in an amount not to exceed $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 $250,000 maximum of reimbursable 50,000 to the Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees Subject to compliance with Representative that FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of incurred by the Company’s counsel and accountants Company in connection with the registration performance of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification its obligations hereunder and in connection with the Blue Sky survey if any; transactions contemplated hereby, including, without limitation: (ivi) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject payment to the $250,000 maximum Placement Agent of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost its Cash Fee and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental incident to the issuance issuance, delivery and delivery qualification of the Offered Securities (including all printing and engraving costs, if any); (viiiii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered SecuritiesCommon Stock; (viiiiv) all necessary issue, transfer and other stamp taxes in connection with the Offeringissuance and sale of the Securities; (v) all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (ixvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus the Prospectus and the ProspectusProspectus Supplement, if any, and all amendments and supplements thereto, and this Agreement. The ; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company has paid an advance in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of $[100,000] the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (viii) the filing fees incident to the Representative for its anticipated out-of-pocket expensesreview and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; any advance will be returned (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident to the Company to travel and accommodation of the extent Company’s employees on the Representative’s out“roadshow,” if any; provided that the aggregate amount of the above-of-pocket accountable referenced fees and expenses are shall not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).exceed $30,000

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. The Company will also agrees to pay to the Representative a non-accountable expense allowance of one percent (11.0%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 200,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (ivii) all due diligence expenses; and (viii) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 100,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $50,000 in the event that there is not a Closing.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will also reimburse agrees to pay reasonable, actual and accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation to, (a) all filing fees and expenses relating to the registration of the Offered Securities with the Commission; (b) all fees and expenses relating to the listing of the Company’s Offered Securities on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Offered Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative up may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities 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 Offered Securities from the Company to the Representative; and (g) the fees and expenses of the Company’s accountants; (h) all filing fees and communication expenses associated with the review of the Offering by FINRA; and (i) a maximum of $250,000 100,000 for reasonable, necessary and accountable out-of-pocket fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for the Representative’s counsel, less any advances previously paid as of the date hereof. The Company has advanced $50,000 to the Representative to partially cover its out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an Any advance of $[100,000] to the Representative for its anticipated against out-of-pocket expenses; any advance costs and expenses will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A5110(g)(4).

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Pepper, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) the costs incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters, (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold, including, without limitation, the reasonable fees (not in excess of $10,000) 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, Preliminary Prospectuses and Prospectuses as herein provided, (viii) the Company’s 's travel expenses in connection with meetings with the brokerage community and institutional investors, (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by the Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering, (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any of the Company's transfer agent, (xiii) the costs (not in excess of $25,000) of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives, (xiv) the costs incident to the consummation of the Exchange Agreements and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Stockholders' obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiiA) the reasonable cost Underwriters shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of their counsel for other than Blue Sky and NASD representation, and (B) the Selling Stockholders shall be responsible for any advance will be returned transfer or income taxes assessed with respect to the Shares sold by the Selling Stockholders and any fees and expenses of the Selling Stockholders' counsel and such other expenses as are agreed to by the Company to and the extent the Representative’s Selling Stockholders or as may be required by law or regulation, foreign or domestic. (b) The Company shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket accountable expenses are not actually incurred disbursements in accordance connection with FINRA Rule 5110(g)(4)(A)such registration, qualification or filing in the states in which the Representatives determine to offer or sell the Shares.

Payment of Fees and Expenses. The Company covenants Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will agrees to pay (or cause to be reimburse if paid by the following: Underwriters) all costs, expenses, fees and taxes in connection with (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction preparation and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus the Disclosure Package and the Prospectus Prospectus, and any amendments and or supplements thereto thereto, and the mailing printing and delivering furnishing of copies of each thereof to the Underwriters and dealers; to dealers (including costs of mailing and shipment), (ii) the cost of printing or producing this Agreementregistration, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchaseissue, sale and delivery of the Offered Securities; 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) all expenses in connection with 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 Offered Securities Shares for offering and sale under state securities laws, or foreign laws (including the reasonable 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 in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; 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 incident to, and the reasonable fees and other disbursements of counsel for to the Underwriters in connection with (subject relating to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)FINRA matters, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost fees and charges disbursements of any transfer agent or registrar; registrar for the Shares, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” or meetings undertaken in connection with the marketing of the Offered Securitiesoffering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with presentations, travel, lodging and other expenses incurred by the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if consultants, and the cost of any incurred; and aircraft chartered in connection with the road show, (ix) all other costs ▇▇▇▇▇▇’▇ reasonable out-of-pocket non-accountable expenses incurred by ▇▇▇▇▇▇, including without limitation fees and expenses incident disbursements of Underwriters’ counsel, in an amount not to exceed $60,000, and (x) the performance of the Company’s other obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)hereunder.

Payment of Fees and Expenses. The Company covenants (a) Whether or not the transactions contemplated by this Agreement are consummated and agrees with Representative that regardless of the reason this Agreement is terminated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident topaid, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject bear or cause to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)be borne, any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders 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, Preliminary Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. in connection herewith, the power of attorney executed by each of the Underwriters in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. in connection herewith, the Selected Dealer Agreement and related documents and the preliminary Blue Sky memorandum relating to the offering prepared by Pepper, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (iii) the costs incident to the authentication, issuance, sale and delivery of the Shares to the Underwriters, (iv) the fees, expenses and all other costs of qualifying the Shares for sale under the securities or Blue Sky laws of those states in which the Shares are to be offered or sold, including, without limitation, the reasonable fees (not in excess of $5,000) 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, Preliminary Prospectuses and Prospectuses as herein provided, (viii) the Company’s 's travel expenses in connection with meetings with the brokerage community and institutional investors, (ix) the costs and expenses associated with settlement in same day funds (including, but not limited to, interest or cost of funds expenses), if desired by the Company, (x) any fees or costs payable to the Nasdaq Stock Market, Inc. as a result of the offering, (xi) the cost of printing certificates for the Shares; (xii) the cost and charges of any of the Company's transfer agent, (xiii) the costs (not in excess of $15,000) of advertising the offering, including, without limitation, with respect to the placement of "tombstone" advertisements in publications selected by the Representatives, (xiv) the costs incident to the consummation of the Exchange Agreements and (xv) all other costs and expenses reasonably incident to the performance of the Company's and the Selling Stockholders' obligations hereunder which that are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent Section 6(a); provided, however, that, except as specifically set forth in Section 6(c) hereof, (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iiiA) the reasonable cost Underwriters shall be responsible for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated their out-of-pocket expenses; , including those associated with meetings with the brokerage community and institutional investors, other than the Company's travel expenses, and the fees and expenses of their counsel for other than Blue Sky and NASD representation, and (B) the Selling Stockholders shall be responsible for any advance will be returned transfer or income taxes assessed with respect to the Shares sold by the Selling Stockholders and any fees and expenses of the Selling Stockholders' counsel and such other expenses as are agreed to by the Company to and the extent the Representative’s Selling Stockholders or as may be required by law or regulation, foreign or domestic. (b) The Company shall pay as due any state registration, qualification and filing fees and any accountable out-of-pocket accountable expenses are not actually incurred disbursements in accordance connection with FINRA Rule 5110(g)(4)(A)such registration, qualification or filing in the states in which the Representatives determine to offer or sell the Shares.

Payment of Fees and Expenses. (a) The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below)with, any required review by FINRA of the terms of the sale of the Offered Securities; provided, that the reasonable fees and disbursements of counsel to the Underwriters; (vi) the cost of preparing share stock certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to incurred by it in the performance of the Company’s its obligations hereunder which are not otherwise specifically provided for in this Section. . (b) The Company will also agrees to pay to the Representative a non-accountable expense allowance of one percent (11.0%) of the gross proceeds from the Offering upon the Closing of the Offering. . (c) The Company will also reimburse the Representative up to a maximum of $250,000 150,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all to travel, due diligence expenses, reasonable travel fees and lodging expenses incurred by the Representative of its legal counsel, roadshow and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders's principals, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution performance 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 Agreementits services hereunder. The Company has paid an advance of $[100,000] 30,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). It is understood and agreed that the Company shall be responsible for the Representative’s external counsel legal costs, any due diligence costs and any other accountable out-of-pocket fees and expenses in connection with the Offering irrespective of whether the Offering is consummated or not, subject to a maximum of $100,000 in the event that there is not a Closing.

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 200,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative Underwriters a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 200,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] 25,000 to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

Payment of Fees and Expenses. The Company covenants and agrees with Representative that the Company will has agreed to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaqproposed Offering, including, without limitation: the Company’s legal and accounting fees and disbursements; the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, this Agreement and related documents (v) all in such quantities as the Representative may reasonably require); preparing and printing share certificates and warrant certificates; the costs of any “due diligence” meetings; all reasonable and documented fees and expenses for conducting a net road show presentation; all filing fees incident to(including Commission filing fees) and communication expenses relating to the registration of the shares to be sold in the Offering, DTC fee, executive background check fee, FINRA filing fees; transfer taxes, if any, payable upon the transfer of securities from the Company to the Representative; and the fees and expenses of the transfer agent, clearing firm and registrar for the Ordinary Shares; the reasonable and documented fees and disbursements of the Representative’s counsel up to an amount of $100,000 (which maximum shall apply solely to such fees and disbursements of counsel and not to other fees and expenses provided for in this Section 4); background checks of the Underwriters Company’s officers and directors up to a maximum of $15,000; and preparation of bound volumes and mementos in connection with (subject such quantities as the Representative may reasonably request up to an amount of $2,500; provided that the actual reimbursable expenses of the underwriters shall not exceed $150,000. The Company has advanced $[●] to the $250,000 maximum of reimbursable Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on NYSE American or Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 190,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 190,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel feesfees (subject to a maximum of US$90,000, inclusive of any advance payments made toward underwriter legal expenses); (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000*] to the Representative for its anticipated out-of-pocket expenses; any advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A)5110(g)(4)(A).Any single expense in excess of US$5,000 shall require the Company’s prior written approval.

Payment of Fees and Expenses. The Company covenants has agreed to pay the reasonable and agrees with Representative that the Company will pay or cause to be paid the following: (i) the fees, disbursements and documented out-of-pocket accountable expenses of the Company’s counsel Representative 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 all reasonable, actual and accountants accountable costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all filing fees and expenses relating to the registration of the Offered Securities under the Securities Act and all other expenses in connection ADSs with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersCommission; (ii) all fees and expenses relating to the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery listing of the Offered SecuritiesADSs on a national exchange, if applicable; (iii) all fees, expenses in connection with and disbursements relating to the registration or qualification of the Offered Securities for offering under the “blue sky” securities laws of such states and sale under state securities lawsother jurisdictions as ▇▇ ▇▇▇▇▇▇ may reasonably designate (including, including the reasonable fees without limitation, all filing and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident toregistration fees, and the reasonable fees and disbursements of counsel for the Underwriters Company’s “blue sky” counsel, which will be ▇▇ ▇▇▇▇▇▇’▇ counsel) unless such filings are not required in connection with the Company’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 accountants; (viii) all filing fees and communication expenses associated with the review of the Offering by FINRA; (ix) any reasonable cost and expenses in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (x) up to $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 compliance software for the offering; (xii) the costs associated with bound volumes of the Offering materials as well as commemorative mementos and lucite tombstones in an aggregate amount not to exceed $5,000; and (xiii) the fees for Representative’s legal counsel, in an amount not to exceed $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 $250,000 maximum of reimbursable 50,000 to the Representative to cover its out-of-pocket expenses set forth below(the “Advance”), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities; (viii) all necessary issue, transfer and other stamp taxes in connection with the Offering; and (ix) 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. The Company has paid an advance of $[100,000] to the Representative for its anticipated out-of-pocket expenses; any advance Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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 covenants and agrees with Representative that the Company will has agreed to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey if any; (iv) all fees and expenses in connection with listing the Offered Securities on Nasdaq; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with (subject to the $250,000 maximum of reimbursable out-of-pocket expenses set forth below), any required review by FINRA of the terms of the sale of the Offered Securities; (vi) the cost of preparing share certificates, if applicable; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Offered Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants if any incurred; and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. The Company will pay the Representative a non-accountable expense allowance of one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering. The Company will also reimburse the Representative up to a maximum of $250,000 for documented out-of-pocket accountable expenses, including, but not limited to: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, the Company; (ii) background check on the Company’s principal shareholders, directors and officers; (iii) the reasonable cost for road show meetings; (iv) all due diligence expenses; (v) legal counsel fees; (vi) all expenses incidental to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any); (vii) all fees and expenses of the clearing firmRepresentative in total up to $200,000. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, registrar the Company agrees to pay all reasonable, actual and transfer agent of the Offered Securities; (viii) all necessary issueaccountable costs, transfer and other stamp taxes in connection with the Offering; and (ix) all costs fees and expenses incurred in connection with the preparationtransactions contemplated hereby, printing, filing, shipping including without limitation (i) all filing fees and distribution expenses relating to the registration of the Registration Statement Offered Securities with the Commission; (including financial statementsii) all fees and expenses relating to the listing of the Ordinary Shares on a national estrange, exhibitsif applicable; (iii) all filing fees, schedulesattorneys’ fees and expenses incurred by the Company, consents 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 certificates of experts)sale under the state securities or blue sky laws, each Issuer Free Writing Prospectusand, each preliminary prospectus if requested by the Representative, preparing and the Prospectusprinting a “Blue Sky Survey” or memorandum, and all amendments and any supplements thereto, advising the Representative of such qualifications, registrations and this Agreementexemptions; (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 accountants; (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, by a background search firm acceptable to Representative on the Company’s senior management and board of directors, up to a maximum of $15,000; and (xii) the fees for Representative’s legal counsel, in an amount not to exceed $75,000. The Company has paid an advance of advanced $[100,000] 100,000 to the Representative for to cover its anticipated out-of-pocket expenses; any advance expenses (the “Advance”). The Advance will be returned to the Company to the extent the Representative’s such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(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.