Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) 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 filing and registration fees, and the fees and expenses of Blue Sky counsel, which shall be Xxxxxx Xxxxxx, it being agreed that the Company will pay or cause make a payment of $25,000 to be paid such counsel on the following: Closing Date); (id) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee the Company’s accountants; (j) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $145,000 for the Representative’s diligence expenses and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and the SecuritiesXxxxxx Xxxxxx; and (viin) all other up to $10,000 for the Underwriters’ actual “road show” expenses for the Offering; the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; and (o) the fees, expenses incident and disbursements relating to background checks of the Company’s officers and directors. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities and Option Securities on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate and approved by the Company (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm, if any; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iih) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiii) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee the Company’s accountants; (k) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; and (l) up to $125,000 for the Underwriters’ reasonable and documented costs and expenses relating to the Offering, including travel costs and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and EGS. The Underwriters may also deduct from the Securities; and (vii) all other costs and expenses incident net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) 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 filing and registration fees, and the reasonable fees and disbursement of the Company’s “blue sky” counsel, which will pay be Xxxxx); (e) all fees, expenses, and disbursement relating to the registration, qualification, or cause to be paid exemption of the following: 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, any agreements with Selected Dealers, 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 the Securities; (h) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon the fees, disbursements transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securitiesaccountants; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vik) the fees and expenses of any Trustee the Company’s legal counsel and any agent other agents and representative; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) all fees, expenses and disbursements relating to background checks of the Trustee Company’s officers and directors; (n) the fees and disbursements expenses associated with the Underwriters’ use of counsel i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for any Trustee in connection with any Indenture and the SecuritiesOffering; (o) the Company’s actual “road show” expenses for the Offering; and (viip) the fees and expenses of due diligence review by the Underwriters and Xxxxx. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all other out-of-pocket fees, expenses and disbursements (including reasonable legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses incident pursuant to this Section 4.6 and otherwise which are incurred by the Underwriters, including reasonable legal fees and expenses, shall not exceed $125,000 in the aggregate (the “Expense Cap”), including the $35,000 advance (the “Advance”) against such expenses which shall be refunded to the performance of its obligations hereunder which are not otherwise specifically provided for in this Sectionextent it exceeds actual expenses. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereofAdditionally, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any shall be entitled to a non-accountable expense allowance equal to one percent (1.0%) of the Securities by them, and any advertising expenses connected with any offers they may makegross proceeds in this offering. Such non-accountable expense allowance shall not be deemed included in the Expense Cap.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause qualification of such Securities under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate ; (d) 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; (e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to be paid the following: Underwriters; (i) the fees, disbursements fees and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securitiesaccountants; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vih) the fees and expenses of any Trustee the Company’s legal counsel and any agent other agents and representatives; (i) the Underwriters’ costs of the Trustee and mailing prospectuses to prospective investors; (j) the fees and disbursements expenses of counsel to the Underwriters; (n) all fees and expenses associated with the use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for any Trustee in connection with any Indenture and the SecuritiesOffering; and (viio) all other costs for the Underwriters’ actual “road show” expenses for the Offering, with the aggregate maximum amount of such fees and expenses incident to for the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expensesUnderwriters, including the reasonable fees and expense of their counselcounsel the Underwriters, transfer taxes on resale of any $80,000; provided, that in the event the Offering is not consummated, such expense allowance shall be capped at $25,000. The Underwriters may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the Company will pay review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market; (d) all fees, expenses and disbursements relating to the registration or cause 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 filing and registration fees, and the fees and expenses of Blue Sky counsel) unless such filings are not required in connection with the Offering; (e) all fees, expenses and disbursements relating to be paid the following: registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdiction as the Representative may reasonably designate; (if) the fees, disbursements costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (h) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; (l) up to $125,000 for the fees and expenses of EGS; (m) all fees, expenses and disbursements relating to background checks of counsel the Company’s officers and directors in an amount not to exceed $2,000 per individual; (n) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for any Trustee in connection with any Indenture and the SecuritiesOffering; and (viio) all other costs and for the Underwriters’ actual “road show” expenses incident for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will expenses set forth herein to be paid by the Company to the Underwriters. In addition to the above, the Company agrees to pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeRepresentative $100,000 as a non-accountable expense reimbursement.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission and the Canadian Authorities; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares, Warrants and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (k) up to $150,000 for any Trustee in connection with any Indenture the fees and expenses of EGS; (l) up to $150,000 for the Securitiesfees and expenses of Sxxxxxxx Xxxxxx LLP, Canadian counsel to the Underwriters; (m) up to $50,000 for other out-of-pocket expenses of the Underwriters; and (viin) all other $15,950 for the actual costs and expenses incident of the Representative’s clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may make.Underwriters

Expenses of the Offering. The Company covenants hereby agrees to pay on the Closing Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and agrees communication expenses relating to the registration of the Securities to be sold in the Offering with the several Underwriters that Commission and the Canadian Authorities; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Warrants and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (k) up to $150,000 for any Trustee in connection with any Indenture the fees and expenses of EGS; (l) up to $150,000 for the Securitiesfees and expenses of Sxxxxxxx Xxxxxx XXX, Canadian counsel to the Underwriters; (m) up to $50,000 for other out-of-pocket expenses of the Underwriters; and (viin) all other $15,950 for the actual costs and expenses incident of the Representative’s clearing firm. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, Company on the Underwriters will pay all of their own costs and expenses, including Closing Date the fees of their counsel, transfer taxes on resale of any of expenses set forth herein to be paid by the Securities by them, and any advertising expenses connected with any offers they may make.Company to the Underwriters

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine (provided, that any and all fees and expenses by Underwriters’ legal counsel incurred in connection with this clause (b) and clause (c) below shall not exceed $10,000 in the aggregate; provided, however, the actual FINRA Public Offering Filing System fees paid by the Company to FINRA shall not be subject to the foregoing $10,000 cap); (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iprovided, that any and all fees and expenses by Underwriters’ legal counsel incurred in connection with clause (b) above and this clause (c) shall not exceed $10,000 in the aggregate); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and other agents and representatives; (k) the SecuritiesUnderwriters’ costs of mailing prospectuses to prospective investors; and (viil) all other costs up to $50,000 for the fees and expenses incident of the Underwriters’ legal counsel. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities and Option Securities on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine (including costs and expenses related to obtaining Stockholder Approval and effecting the Capital Event); (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate and approved by the Company (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm, if any; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iih) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiii) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee the Company’s accountants; (k) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; and (l) up to $125,000 for the Underwriters’ reasonable and documented costs and expenses relating to the Offering, including travel costs and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and EGS. The Underwriters may also deduct from the Securities; and (vii) all other costs and expenses incident net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g5(d) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and Trust shall bear all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance registration, issuance and delivery of its obligations hereunder which are not otherwise the Securities, specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 all expenses and Section 12 hereoffees incident to preparation and filing of the registration statement and the amendments thereto, the Underwriters Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMS. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by you. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non-Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously made or advanced by the Trust to you pursuant to this subparagraph (iii). To the extent the 3% Non-Accountable expense allowance equals or is less than $145,000 (resulting from gross offering proceeds of approximately $4,835,000 or less) the Trust shall pay you an amount equal to 3% of the actual gross offering proceeds, provided that if the aggregate amount advanced by the Trust to you pursuant to this sub-paragraph (iii) (up to $145,000) exceeds 3% of the gross offering proceeds, you shall be entitled to retain the entire amount of such previous advances without refund to the Trust. In the event the offering is canceled because the Trust elects not to proceed with the Offering for any reason (other than your failure to adequately perform), the Trust will pay all of their own your costs and expenses, including including, but not in excess of, (a) the fees fee of their counsel$35,000 109 8 which has been advanced to you upon the signing of the Letter of Intent dated May 8, transfer taxes on resale of 1996 (b) any of the $10,000 monthly payment previously made (c) due diligence expense including third party reports that have been pre-approved and produced by such firms as Houlxxxx Xxxuation Advisors (d) Managing Dealer's Counsel legal fees (e) all costs related to the printing of the Prospectuses and other necessary marketing material (if previously approved by us). In the event the offering is canceled by you for a reason other than the one set forth in paragraph 9(b) the Trust's maximum obligation to Brookstreet Securities shall be limited to the amount (up to $145,000) advanced pursuant to this sub-paragraph. Such commissions, fees and expense allowances shall be paid or advanced by themthe Trust to you by the Escrow Holder out of the funds deposited in the Escrow Account on the applicable Closing Date. Notwithstanding the foregoing, if the Minimum Offering is not achieved, you will not receive any of the foregoing compensation, except for compensation negotiated and any advertising paid to you in connection with a transaction that occurs in lieu of the Minimum Offering as a result of your efforts, provided that you shall be entitled to reimbursement for your out-of-pocket accountable expenses connected actually incurred by you in connection with any offers they may makethe Minimum Offering, if not achieved.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees with each Option Closing Date, if any, to the several Underwriters that extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company will pay or cause to be paid the followingunder this Agreement, including, but not limited to: (i) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering with the SEC (including the Option Shares); (ii) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA, if applicable; (iii) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and 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 such Public Shares under any foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all reasonable and documented filing and registration fees, and the fees and expenses of Blue Sky counsel); (v) the costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectus and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representative may reasonably deem necessary; (vi) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (vii) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (viii) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (ix) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vix) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (xi) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (xii) the Underwriters’ costs of mailing prospectuses to prospective investors; (xiii) up to $85,000 for any Trustee in connection with any Indenture the fees and the Securitiesexpenses of Katten; and (viixiv) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and Underwriters’ reasonable accountable expenses, including its use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeOffering.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) 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 filing and registration fees, and the fees and expenses of Blue Sky counsel, it being agreed that the Company will pay or cause make a payment of up to be paid $25,000 to such counsel on the following: Closing Date); (id) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee the Company’s accountants; (j) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $125,000 for the Representative’s diligence expenses and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and the SecuritiesEGS; and (viin) all other up to $12,500 for the Underwriters’ actual “road show” expenses for the Offering; the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; and the fees, expenses incident and disbursements relating to background checks of the Company’s officers and directors. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) 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 filing and registration fees, and the reasonable fees and disbursement of the Company’s “blue sky” counsel, which will pay be EGS); (e) all fees, expenses, and disbursement relating to the registration, qualification, or cause to be paid exemption of the following: 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, any agreements with Selected Dealers, 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 the Securities; (h) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon the fees, disbursements transfer of securities from the Company to the Underwriters; (k) the fees and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securitiesaccountants; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vik) the fees and expenses of any Trustee the Company’s legal counsel and any agent other agents and representative; (l) the Underwriters’ costs of mailing prospectuses to prospective investors; (m) all fees, expenses and disbursements relating to background checks of the Trustee Company’s officers and directors; (n) the fees and disbursements expenses associated with the Underwriters’ use of counsel i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for any Trustee in connection with any Indenture and the SecuritiesOffering; (o) the Company’s actual “road show” expenses for the Offering; and (viip) the fees and expenses of due diligence review by the Underwriters and EGS. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, all other out-of-pocket fees, expenses and disbursements (including reasonable legal fees and expenses) of the Underwriters incurred as a result of providing services related to the Offering to be paid by the Company to the Underwriters; provided, however, that all such costs and expenses incident pursuant to the performance of its obligations hereunder this Section 4.5 and otherwise which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, incurred by the Underwriters will pay all of their own costs and expensesshall not exceed $125,000 in the aggregate (the “Expense Cap”), including the fees of their counsel, transfer taxes on resale of any of $50,000 advance against such expenses which shall be refunded to the Securities by them, and any advertising expenses connected with any offers they may makeextent it exceeds actual expenses.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel public relations firm; (g) fees and accountants in connection with the registration expenses of the Securities under Transfer Agent for the Securities ActPublic Shares (including, and all other expenses in connection with the preparation, printing and filing of the Registration Statementwithout limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the fees and expenses of EGS; (m) all fees, expenses and disbursements relating to background checks of counsel the Company’s officers and directors; (o) all fees and expenses for any Trustee in connection with any Indenture the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the SecuritiesOffering; and (viiq) all other costs the Underwriters’ actual “road show” expenses for the Offering, with the aggregate maximum amount of such fees and expenses incident to for the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expensesUnderwriters, including the reasonable fees and expense of their counselcounsel the Underwriters, transfer taxes on resale of any $75,000; provided, that in the event the Closing does not occur, such expense allowance shall be capped at $25,000. The Underwriters may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Underwriter together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Underwriter may reasonably designate and approved by the Company (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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 Underwriter may reasonably deem necessary; (f) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm, if any; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (h) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriter; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (k) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and the Securitiesother agents and representatives; and (viil) all other costs up to $80,000 for the Underwriter’s reasonable, necessary and documented out of pocket expenses incident relating to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expensesOffering, including the fees and expenses of their counsel, transfer taxes on resale of any Xxxxx. The Underwriter may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the undisputed expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriter.

Expenses of the Offering. (a) The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause 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 filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) 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; (e) the costs and expenses of the public relations firm; (f) the costs of preparing, printing and delivering the Securities; (g) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to be paid the following: Underwriters; (i) the fees, disbursements fees and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securitiesaccountants; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee the Company’s legal counsel and any agent other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Trustee Wall Street Journal and New York Times after the fees Closing Date; (m) the Underwriters’ use of i-Deal’s book-building, prospectus tracking and disbursements of counsel compliance software (or other similar software) for any Trustee in connection with any Indenture and the SecuritiesOffering; and (viin) all other costs and the Underwriters’ actual “road show” expenses incident for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Exhibit 1.1 10 Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g5(d) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine (provided, that any and all fees and expenses by Underwriters’ legal counsel incurred in connection with this clause (b) and clause (c) below shall not exceed $10,000 in the aggregate; provided, however, the actual FINRA Public Offering Filing System fees paid by the Company to FINRA shall not be subject to the foregoing $10,000 cap); (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iprovided, that any and all fees and expenses by Underwriters’ legal counsel incurred in connection with clause (b) above and this clause (c) shall not exceed $10,000 in the aggregate); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and the Securitiesother agents and representatives; and (viik) all other the Underwriters’ costs and expenses incident of mailing prospectuses to prospective investors. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters that the Company will 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which under this Agreement, whether or not the transactions contemplated herein are not otherwise specifically provided consummated or this Agreement is terminated, including all costs and expenses incident to (A) the printing, word processing or other production of documents with respect to the transactions contemplated hereby, including any costs of printing preliminary prospectuses, the Final Prospectus and any Issuer Free Writing Prospectus, and any amendments or supplements thereto, and any “Blue Sky” memoranda, (B) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (C) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (D) preparation (including printing), issuance and delivery to the Underwriters of the Offered Securities, including any transfer taxes or any stamp or other duties payable upon the sale, issuance and delivery of the Offered Securities, (E) the qualification of the Offered Securities and Underlying Shares under state securities and “Blue Sky” laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (F) expenses in this Section. It is understoodconnection with the “roadshow” and any other meetings with prospective investors in the Offered Securities, (G) fees and expenses of the Trustee including fees and expenses of counsel, (H) the fees and expenses associated with listing the Underlying Shares on the New York Stock Exchange and the Toronto Stock Exchange and (I) any fees charged by investment rating agencies for the rating of the Offered Securities; provided, however, that, except as provided set forth in this Section, Section 9 and Section 12 hereofAgreement, the Underwriters will shall pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate; (id) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of delivering the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Public Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Public Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and the Securitiesother agents and representatives; and (viik) all other costs up to $90,000 for the fees and expenses incident of EGS. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: following (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information the Prospectus and (except as otherwise expressly provided in Section 5(g5(c) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 8 and Section 12 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Underlying Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (c) 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 filing and registration fees, and the fees and expenses of Blue Sky counsel, it being agreed that the Company will pay or cause make a payment of up to be paid $25,000 to such counsel on the following: Closing Date); (id) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee the Company’s accountants; (j) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $125,000 for the Representative’s diligence expenses and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and the SecuritiesEGS; and (viin) all other up to $12,500 for the Underwriters’ actual “road show” expenses for the Offering; the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as the Underwriters may reasonably request; and (o) the fees, expenses incident and disbursements relating to background checks of the Company’s officers and directors. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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, Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (g) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and other agents and representatives; (k) the SecuritiesUnderwriters’ costs of mailing prospectuses to prospective investors; and (viil) all other costs up to $50,000 for the fees and expenses incident of EGS. The Underwriters may deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Closing Shares, Options Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel public relations firm; (g) fees and accountants in connection with the registration expenses of the Securities under Transfer Agent and Warrant Agent for the Securities Act(including, and all other expenses in connection with the preparation, printing and filing of the Registration Statementwithout limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the fees and expenses of EGS; (m) all fees, expenses and disbursements relating to background checks of counsel the Company’s officers and directors; (o) all fees and expenses for any Trustee in connection with any Indenture the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the SecuritiesOffering; and (viiq) all other costs the Underwriters’ actual “road show” expenses for the Offering, with the aggregate maximum amount of such fees and expenses incident to for the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expensesUnderwriters, including the reasonable fees and expense of their counselcounsel the Underwriters, transfer taxes on resale of any $75,000; provided, that in the event the Closing does not occur, such expense allowance shall be capped at $25,000. The Underwriters may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriters.

Expenses of the Offering. The Company covenants and agrees the Guarantor covenant and agree, jointly and severally, with the several Underwriters that the Company and Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and the Guarantor’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information the Prospectus and (except as otherwise expressly provided in Section 5(g5(c) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 8 and Section 12 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Whether or not the transactions ------------------------- contemplated in this Agreement are consummated or this Agreement is terminated, the Underwriters hereby agree with the Company covenants that they will bear all of their expenses incurred in connection with syndication and advertising and the Company hereby agrees with the several Underwriters that the Company it will pay or cause to be paid the following: (i) the fees, disbursements all other costs and expenses (other than fees of counsel for the Company’s counsel and accountants Underwriters, except as provided in Section 12(e)) in connection with the registration sale of the Securities under the Securities ActShares, and all other expenses in connection with including (a) the preparation, printing printing, filing, distribution and filing mailing of the Registration Statement, any Preliminary Prospectusas originally filed and all amendments, and the ProspectusProspectus and the printing, filing, distribution and mailing of this Agreement, any Issuer Free Writing selected dealers agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and or supplements thereto supplied to you in quantities as stated in this Agreement, (b) the issuance, sale, transfer and delivery of the Shares, including any transfer or other taxes payable thereon, (c) the qualification of the Shares under state or foreign "blue sky"or securities laws, including the costs of printing and mailing the preliminary and final "Blue Sky Survey" and the mailing and delivering fees of copies thereof to counsel for the Underwriters and its disbursements in connection therewith, (d) the filing fees payable to the Commission, the NASD and the jurisdictions in which such qualification is sought, (e) any other broker-dealers participating in fees relating to the distribution listing (and maintaining the listing) of the Securities; Shares on the Nasdaq National Market System, (iif) the fees of the transfer agent for the Shares, (g) the cost of printing or producing any Agreement among Underwriterscertificates representing the Shares, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vh) the cost of preparing the Securities; (vi) the fees and expenses charges of any Trustee and any agent of meetings with prospective investors in the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; Shares, and (viii) all other costs and expenses incident to the performance of its the Company's obligations hereunder which are and not otherwise specifically provided for in this Section. It is understoodNotwithstanding the foregoing, however, that, except as provided in this Section, Section 9 the Company and Section 12 hereof, the Underwriters will pay bear their respective portions of all of their own costs and expenses, including expenses associated with the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make"road show."

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and other agents and representatives; (k) the SecuritiesUnderwriters’ costs of mailing prospectuses to prospective investors; and (viil) all other costs up to $125,000 for the Representative’s actual and accountable out of pocket expenses fees and expenses incident of DLA. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information the Prospectus and (except as otherwise expressly provided in Section 5(g5(c) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by Exhibit 1.1 7 securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 8 and Section 12 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g5(d) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and Trust shall bear all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance registration, issuance and delivery of its obligations hereunder which are not otherwise the Securities, specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 all expenses and Section 12 hereoffees incident to preparation and filing of the registration statement and the amendments thereto, the Underwriters will pay all Trust's counsel fees for qualification of their own costs and expensesthe offering under state securities laws in such states as may be designated by you, including the fees and reimbursements of their counselcounsel and the accountants for the Trust, transfer taxes on resale the cost of any printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMS. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by themyou. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), and any advertising below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses connected with any offers they may make.of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously made or advanced by the Trust to you pursuant to this sub-paragraph (iii). To the extent the 3% Non- Accountable expense allowance equals or is less than $145,000 (resulting

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Securities and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate and approved by the Company (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm, if any; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iih) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiii) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee the Company’s accountants; (k) the fees and any agent expenses of the Trustee Company’s legal counsel and other agents and representatives; and (l) up to $125,000 for the Underwriters’ reasonable and documented costs and expenses relating to the Offering, including travel costs and the fees and disbursements expenses of counsel for any Trustee in connection with any Indenture and EGS. The Underwriters may also deduct from the Securities; and (vii) all other costs and expenses incident net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters Managers 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Managers and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among UnderwritersManagers, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) any filing and listing fees payable to GreTai and any other applicable regulatory authority in connection with the listing of the Securities on GreTai; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters Managers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, any stamp duty that may be imposed on the Pricing Agreement under the ROC Stamp Tax Law, if being executed in the ROC, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants and agrees with the several Underwriters 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 Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g5(c) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 8 and Section 12 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of the Closing Shares, Option Shares, Representative’s Warrant Shares, Warrants and Warrant Shares on the Trading Market and such other share exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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, Prospectus and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectus as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by share transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (k) up to $350,000 in the aggregate for any Trustee in connection with any Indenture the fees and the Securities; expenses of Underwriters’ U.S. Counsel, Underwriters’ Australian Counsel and other out-of-pocket expenses and (viil) all other costs up to $15,950 for the Representative’s clearing fees. The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters. The Company has advanced to the Representative the sum of $75,000 against fees and expenses incident of legal counsel and other out-of-pocket accountable expenses anticipated to be incurred, subject to reimbursement by the Representative to the performance of its obligations hereunder which are Company if not otherwise specifically provided for actually incurred, in this Sectionaccordance with FINRA Rule 5110(g)(4)(A) and Rule 5110(g)(5)(A). It is understood, however, that, except as provided in this Section, Section 9 Such sum shall be credited against the legal fees and Section 12 hereof, expenses and other out-of-pocket expenses incurred by the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeRepresentative.

Expenses of the Offering. The Company covenants and agrees with Whether or not the several Underwriters that distribution of the Company will pay Offered Notes shall be completed or cause to be paid the following: this Agreement is terminated, all expenses, including, without limitation, (i) the fees, disbursements Commission's registration fees for the Offered Notes; (ii) the costs of preparing and expenses of printing the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and Prospectus (except as otherwise expressly provided in Section 5(g) hereof) and all amendments and supplements thereto thereto) and the mailing distribution thereof, this Agreement, the Trust Indenture and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesBasic Documents; (iiiii) the cost of the creation, issuance and delivery of the Offered Notes (including all printing or producing any Agreement among Underwritersand engraving costs and all necessary issue, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky transfer and Legal Investment Memoranda and any other documents reasonably required stamp taxes in connection with the offering, purchase, sale issuance and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; Offered Notes to the Underwriters), (v) the cost of preparing the Securities; (viiv) the fees and expenses of any Trustee the Trust's counsel and any agent public or certified public independent accountants and other advisors; (v) the reasonable fees and expenses incurred in connection with the registration or qualification of eligibility for investment (or obtaining exemptions from the qualification or registration) of the Trustee Offered Notes under the laws of such jurisdictions as the Representative may designate, and, if requested by the Representative, the printing and distribution of a blue sky memorandum; (vi) any fees charged by the Trustees, including the fees and expenses of counsel for the Trustees, in connection with the Trust Indenture; (vii) all fees charged by the Asset Representations Reviewer; (viii) any fees charged by Rating Agencies for rating the Notes; (ix) all expenses and application fees incurred in connection with the approval of the Offered Notes for book-entry transfer by DTC; (x) all expenses incurred by the Trust in connection with any "road show" presentation to potential investors; and (xi) all other costs that are incidental to all other matters in connection with the transactions herein set out, shall be borne by the Seller. The Underwriters shall be responsible for the fees and disbursements of the Underwriters' counsel for any Trustee in connection with any Indenture and the Securities; out-of-pocket expenses of the Underwriters (including any goods and (vii) all services taxes or other costs and expenses incident sales taxes applicable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters' remuneration hereunder).

Expenses of the Offering. The Whether or not the transactions ------------------------- contemplated in this Agreement are consummated or this Agreement is terminated, the Underwriters hereby agree with the Company covenants that they will bear all of their expenses incurred in connection with syndication and the Company hereby agrees with the several Underwriters that the Company it will pay or cause to be paid the following: (i) the fees, disbursements all other costs and expenses (other than fees of counsel for the Company’s counsel and accountants Underwriters, except as provided in Section 12(e)) in connection with the registration sale of the Securities under the Securities ActShares, and all other expenses in connection with including (a) the preparation, printing printing, filing, distribution and filing mailing of the Registration Statement, any Preliminary Prospectusas originally filed and all amendments, and the ProspectusProspectus and the printing, filing, distribution and mailing of this Agreement, any Issuer Free Writing selected dealers agreement and related documents, including the cost of all copies thereof and of the Preliminary Prospectuses and of the Prospectus and and. any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and or supplements thereto supplied to you in quantities as stated in this Agreement, (b) the issuance, sale, transfer and delivery of the Shares, including any transfer or other taxes payable thereon, (c) the qualification of the Shares under state or foreign "blue sky"or securities laws, including the costs of printing and mailing the preliminary and final "Blue Sky Survey" and the mailing and delivering fees of copies thereof to counsel for the Underwriters and its disbursements in connection therewith, (d) the filing fees payable to the Commission, the NASD and the jurisdictions in which such qualification is sought, (e) any other broker-dealers participating in fees relating to the distribution listing (and maintaining the listing) of the Securities; Shares on the Nasdaq National Market System, (iif) the fees of the transfer agent for the Shares, (g) the cost of printing or producing any Agreement among Underwriterscertificates representing the Shares, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vh) the cost of preparing the Securities; (vi) the fees and expenses charges of any Trustee and any agent of meetings with prospective investors in the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; Shares, and (viii) all other costs and expenses incident to the performance of its the Company's obligations hereunder which are and not otherwise specifically provided for in this Section. It is understoodNotwithstanding the foregoing, however, that, except as provided in this Section, Section 9 the Company and Section 12 hereof, the Underwriters will pay bear their respective portions of all of their own costs and expenses, including expenses associated with the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make"road show."

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Nasdaq Capital Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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, Prospectus Supplements and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses and Prospectus Supplements as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (g) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) a management fee equal to 1.0% of the gross proceeds raised in each offering; (m) $25,000 for any Trustee in connection with any Indenture non-accountable expenses and up to a maximum of $100,000 for the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and Underwriters’ accountable expenses, including the fees and expenses of their counselEGS, transfer taxes on resale its use of any i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering. The Representative may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate and approved by the Company (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (e) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (f) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm, if any; (g) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (h) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (i) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vij) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (k) the fees and disbursements expenses of the Company’s legal counsel for any Trustee in connection with any Indenture and the Securitiesother agents and representatives; and (viil) all other costs up to $75,000 for the Underwriters’ reasonable, necessary and documented out of pocket expenses incident relating to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expensesOffering, including the fees and expenses of their counsel, transfer taxes on resale of any EGS. The Underwriters may also deduct from the net proceeds of the Securities Offering payable to the Company on the Closing Date, or each Option Closing Date, if any, the undisputed expenses set forth herein to be paid by them, and any advertising expenses connected with any offers they may makethe Company to the Underwriters.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Shares to be sold in the Offering (including the Option Shares) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the Company will pay review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares and Option Shares on the Trading Market; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Public Shares under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel); (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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, Prospectus Supplements and all amendments, supplements and exhibits thereto and as many Preliminary Prospectuses and Prospectus Supplements as the Representative may reasonably deem necessary; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing delivering the Public Shares; (g) fees and expenses of the Registration StatementTransfer Agent for the Public Shares (including, without limitation, any Preliminary Prospectusfees required for same-day processing of any instruction letter delivered by the Company); (h) stock transfer and/or stamp taxes, if any, payable upon the Prospectus, any Issuer Free Writing Prospectus and any Time transfer of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and securities from the mailing and delivering of copies thereof Company to the Underwriters and any other broker-dealers participating in the distribution of the SecuritiesUnderwriters; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and disbursements expenses of the Company’s legal counsel and other agents and representatives; (k) up to $100,000 for any Trustee in connection with any Indenture the fees and expenses of EGS; (l) up to $16,000 for the SecuritiesUnderwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the Offering; and (viim) all other costs and up to $4,000 for the Underwriters’ actual “road show” expenses incident to for the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeOffering.

Expenses of the Offering. The Company covenants hereby agrees to pay on each of the Closing Date and agrees each Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering (including the Option Securities) with the several Underwriters that Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company will pay and the Representative together determine; (c) all fees, expenses and disbursements relating to the registration or cause to be paid qualification of such Securities under the following: “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably designate (iincluding, without limitation, all filing and registration fees, and the fees and expenses of Blue Sky counsel; (d) the feescosts of all mailing and printing of the underwriting documents (including, disbursements 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; (e) the costs and expenses of the Company’s counsel and accountants in connection with public relations firm; (f) the registration costs of the Securities under the Securities Act, and all other expenses in connection with the preparationpreparing, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (iig) fees and expenses of the cost of printing or producing any Agreement among UnderwritersTransfer Agent for the Securities (including, this Agreementwithout limitation, any Pricing Agreement, fees required for same-day processing of any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with instruction letter delivered by the offering, purchase, sale and delivery of the SecuritiesCompany); (iiih) any fees charged by stock transfer and/or stamp taxes, if any, payable upon the transfer of securities rating services for rating from the SecuritiesCompany to the Underwriters; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of the Trustee and Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) the Underwriters’ costs of mailing prospectuses to prospective investors; (l) the costs associated with advertising the Offering in the national editions of the Wall Street Journal and New York Times after the Closing Date; (m) up to $_______ for the fees and expenses of PC; (n) all fees, expenses and disbursements relating to background checks of counsel the Company’s officers and directors in an amount not to exceed $5,000 per individual; (o) up to $___ for any Trustee in connection with any Indenture the Underwriters’ use of i-Deal’s book-building, prospectus tracking and compliance software (or other similar software) for the SecuritiesOffering; and (viiq) all other costs and up to $____ for the Underwriters’ actual “road show” expenses incident for the Offering. The Underwriters may also deduct from the net proceeds of the Offering payable to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understoodCompany on the Closing Date, howeveror each Option Closing Date, that, except as provided in this Section, Section 9 and Section 12 hereofif any, the Underwriters will pay all of their own costs and expenses, including expenses set forth herein to be paid by the fees of their counsel, transfer taxes on resale of any of Company to the Securities by them, and any advertising expenses connected with any offers they may makeUnderwriters.