Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement, including, but not limited to, Agreement including (Ai) any filing the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication and initial delivery of the Securities, the preparation and printing of the Preliminary Prospectus, any other document comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and supplements thereto, each Limited Use Issuer Free Writing Prospectus and any other document relating to the issuance, offer, sale and delivery of the Securities; and (iii) the cost of any advertising approved by the Company in connection with the issuance of the Securities. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for any expenses (including reasonable fees and disbursements of counsel to the Underwriterscounsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in the United States and Canada (on a private placement basis) as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) for any fees charged by investment rating agencies for the rating of the Securities, costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees of the Company and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses Company in connection with the registration attending or hosting meetings with prospective purchasers of the Offered Securities under the Exchange Act, (F) and for expenses incurred in distributing preliminary prospectuses and Preliminary Prospectuses, any other document comprising any part of the General Disclosure Package, the Final Prospectus (including any amendments and supplements thereto) and any Limited Use Issuer Free Writing Prospectus to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the CompanyCompany including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, Company and (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and TMM Holdings agree with the several Underwriters that the Company and TMM Holdings will pay all expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority FINRA (“FINRA”if any) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs review up to an amount not to exceed $15,00015,000 in the aggregate), (Ciii) fees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including one-half of the cost of any airplane chartered in connection with the “road show”, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, investors and (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (Ivii) all fees fees, expenses and disbursements of any counsel to the Company and TMM Holdings for clearanceservices performed in connection with the offering. It is understood that, settlement except as provided in this Section 5 and book-entry transfer Sections 8 and 10 below, the Underwriters will pay all of the Offered Securities through The Depository Trust Company, and (J) all other their own costs and expenses incident to incurred in connection with the performance by offering and the Company other transactions contemplated hereby, including fees and disbursements of its obligations hereundertheir own counsel.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the laws of such jurisdictions as state securities or blue sky laws, and, if requested by the Representatives designate and the preparation Underwriters, preparing and printing of memoranda relating a blue sky survey or memorandum, and any other supplements thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) Underwriters, in connection with such costs not to exceed $15,000FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) room rentals, any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vi) all other fees, (H) costs and expenses referred to in Item 14 of part II of the Registration Statement. The Underwriters shall pay their own costs and expenses, including the fees and expenses disbursements of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderexcept as provided in this Agreement.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Common Shares, if any, and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (v) the fees and expenses incurred with respect to any filing with and review by FINRA, including the fees and disbursements of the Dealer Manager’s counsel not to exceed $5,000 with respect thereto, (vi) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $1,000, incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (vii) the fees and expenses incurred in connection with listing the Rights on the NYSE; (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company will pay agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale and delivery of the Notes to the Underwriters and any taxes payable in that connection; (b) the costs incident to the registration of the Notes under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) all costs and expenses incident to listing the performance of its obligations under this Agreement, including, but not limited to, Notes on the NYSE American; (Ae) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewincurred in connection with qualifying the Notes under the securities laws of the several jurisdictions provided in the Prospectus and of preparing, printing and distributing wrappers; (f) with such costs not to exceed $15,000, (C) costs the fees and expenses relating of the Trustee and any transfer agent, registrar or depository with respect to investor presentations or any “road show” the Notes; (g) the expenses and application fees incurred in connection with the offering and sale approval of the Offered Securities Notes for book-entry transfer by DTC; (h) all other costs and expenses of the Company incident to the offering of the Notes by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s counsel and the Company’s independent accountants and the travel and other reasonable expenses incurred by Company personnel in connection with any “road show”); and (i) all other reasonable out-of-pocket fees and expenses incurred by the Underwriters in connection with the Offering, including fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company Underwriters, up to a maximum aggregate amount of its obligations hereunder$100,000.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriter, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriter shall pay its own costs and expenses, including the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company disbursement of its obligations hereundercounsel.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Common Shares, if any, and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (v) the fees and expenses incurred with respect to any filing with and review by FINRA, including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vi) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (vii) the fees and expenses incurred in connection with listing the Rights on the NYSE; (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and (except as set forth in this paragraph) the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriters and counsel to the Selling Stockholders) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate pursuant to paragraph (f) above and the preparation preparation, word processing and printing copying of memoranda relating theretoany preliminary and final blue sky memoranda, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including 50% of the cost of chartering airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) . Each Selling Stockholder shall be severally liable for the Company, (I) all fees for clearance, settlement and book-entry payment of any transfer taxes on the sale by such Selling Stockholder of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderUnderwriters and any underwriting discounts and commissions on such Offered Securities.

Payment of Expenses. The Company agrees with the several Underwriters that it will pay all expenses incident to the performance obligations of its obligations the Company under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with any required qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the any required review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including actually incurred expenses for the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market, (E) the fees and expenses in connection with the any required registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, . The Selling Stockholder agrees with the several Underwriters that it will pay (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (Ii) all fees for clearance, settlement and book-entry transfer taxes on the sale by the Selling Stockholder of the Offered Securities through The Depository Trust Company, to the Underwriters and (Jii) all other costs and expenses incident to the performance of its obligations under this Agreement, except those to be paid by the Company pursuant to this Section 5(g) or the registration rights agreement, dated as of its obligations hereunderJanuary 31, 2002, between the Company and the Selling Stockholder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited toto the costs incident to the authorization, (A) issuance, sale, preparation and delivery of the Offered Securities and any taxes payable in that connection, any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $5,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees (and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs review in an amount not to exceed $15,00035,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the road show shall be the responsibility of the Underwriters (it being understood that the other 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSENasdaq Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 10, (H) the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including, but not limited to, (Ai) any expenses relating to the printing and filing fees of the Registration Statement as originally filed and other of each amendment thereto, (ii) expenses relating to the preparation, issuance and delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(a)(vii) of this Agreement, including filing fees, (v) expenses relating to the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred with respect to filing with FINRA, including the fees and disbursements paid to FINRA by the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The MHC, the Mid-Tier, the Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, and the filing fees paid by the Agent referenced below, (Aii) any filing fees the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (Div) the fees and expenses incident to incurred in connection with obtaining the listing of the Offered Securities on the NYSENasdaq Stock Market, (Ev) the all fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer on behalf of the Offered Securities through Company or the Bank, the Bank will reimburse the Agent for such fees and expenses whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to this section without the prior approval of the Bank. The Depository Trust Company, Primary parties jointly and (J) all other costs and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Company Agent in connection with all filings with FINRA and (ii) all reasonable documented out-of-pocket expenses up to $125,000 incurred by the Agent in connection with its services as marketing agent, and up to $35,000 in connection with its services as records management agent as described above including, in each case without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and documentation expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of its obligations hereunderthe Primary Parties. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Primary Parties of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review) $30,000, in connection with such costs not to exceed $15,000the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (vi) expenses incurred in distributing preliminary prospectuses, the Final Prospectus (including any amendments and supplements thereto) and the Registration Statement (and exhibits thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (Dincluding 50% of the cost of the chartering of airplanes. It is understood, however, that except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incident to listing incurred by the Offered Securities Underwriters on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company and Sunoco agree with the Selling Stockholder and the several Underwriters that the Company or Sunoco will pay all expenses incident incidental to the performance of its the obligations of the Company under this Agreement, including, including but not limited toto (i) any documented regulatory filing fees and documented and reasonable fees and disbursements of Swiss and Cayman Islands counsel for the Selling Stockholder, (Aii) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Biii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Civ) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, and (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred by the Company in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred by the Company for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as otherwise expressly provided in this Agreement, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) Sunoco, the Underwriters and the Selling Stockholder will pay all of their own costs and expenses, including the fees for clearanceof their counsel and, settlement and book-entry as applicable, any transfer taxes on the sale by the Selling Stockholder of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including the reasonable and documented fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not ), fees, disbursements and expenses of the Company’s counsel and one counsel to exceed $15,000the Selling Stockholders, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including one-half of the expenses of the chartering of airplanes arranged by the Underwriters, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that, except as provided in this Agreement, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and one-half of the expenses of the Company’s accountants chartering of airplanes arranged by the Underwriters and relating to investor presentations or any “road show” in connection with the fees offering and sale of the Offered Securities. It is further understood that, except as provided in this Section 5(h), the Selling Stockholders will pay all of their own costs and expenses, including any transfer or other taxes payable on the sale of their Securities, except as provided in any separate agreement relating to the allocation of payment of expenses of counsel (including local and special counsel) for between the Company, (I) all fees for clearance, settlement and book-entry transfer of on the Offered Securities through The Depository Trust Companyone hand, and (J) all a Selling Stockholder, on the other costs and expenses incident to the performance by the Company of its obligations hereunderhand.

Payment of Expenses. The Company agrees with the Underwriters that the Company will pay all the expenses incident of the Company and the Selling Stockholders relating to the performance of its obligations under this Agreement, including, but not limited to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and up to $30,000 of the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, fifty percent of the transportation (1including the chartering of airplanes) any travel and other expenses incurred by or on behalf of the Company’s officers and employees, and (2) any other expenses representatives in connection with “road show” presentations to prospective purchasers of the CompanyOffered Securities, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, including, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to, to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses of legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares not to exceed $45,000, (D) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Underwriters advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (DE) the fees and expenses incident to listing the Offered Securities Shares and Conversion Shares on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange ActNYSE MKT, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the fees Underwriters in connection with the offering and sale of the Offered Shares; provided, however that the Transaction Entities shall have no obligation to pay any costs and expenses of the Company’s accountants Underwriters relating to the investor presentations and any roadshow in connection with the fees offering and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale of the Offered Securities through The Depository Trust CompanyShares, and (J) all other than costs and expenses incident to the performance by advanced on behalf of the Company of its obligations hereunderin accordance with (D) above.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including, but not limited to, (Ai) any expenses relating to the printing and filing fees of the Registration Statement as originally filed and other of each amendment thereto, (ii) expenses relating to the preparation, issuance and delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(a)(vii) of this Agreement, including filing fees, (v) expenses relating to the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred with respect to filing with FINRA, including filing fees, if any, paid to FINRA by the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $10,000, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal, the expenses of which will be incurred by the Dealer Manager) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The Company and the Guarantor will pay all expenses incident to the performance of its obligations under this AgreementAgreement and the Indenture, including, including but not limited toto (i) the fees and expenses of the Trustee and its professional advisors, (Aii) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Guarantor or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Biii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with, the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Civ) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company and the Guarantor will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Guarantor relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s and the Guarantor’s officers and employees, provided, however, that the Underwriters will pay 50% of the costs and (2) any other expenses of any chartered flight. Except as provided in this Agreement, the CompanyUnderwriters shall pay all of their own costs and expenses, (D) including the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration disbursement of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the Underwriters) ), incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $10,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees (and also including the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs review in an amount not to exceed $15,00035,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the road show shall be the responsibility of the Underwriters (D) it being understand that the other 50% shall be the responsibility of the Company), fees and expenses incident to listing the Offered Securities on the NYSENasdaq Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 10, (H) the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company, the Selling Stockholders or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriter, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholders relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) the fees costs and expenses referred to in Item 13 of Part II of the Company’s accountants and Registration Statement. Notwithstanding the fees and expenses of counsel (including local and special counsel) for foregoing sentence, the Company, (I) all fees for clearance, settlement and book-entry Selling Stockholders agree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities through The Depository Trust Companyto the Underwriter. Except as provided in this Agreement, and (J) all other the Underwriter shall pay its own costs and expenses incident to expenses, including the performance by the Company fees and disbursement of its obligations hereundercounsel.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations and the obligations of the Selling Shareholders under this Agreement, including, including but not limited to, (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Txxxxx Wxxxxx designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not ), for any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to exceed $15,000the Underwriters, (C) costs and for any expenses relating to investor presentations or any “road show” incurred by the Custodian in connection with the offering sale of Offered Securities by the Selling Shareholders, reasonable fees and expenses of one counsel for the Selling Shareholders in connection with the sale of the Offered Securities including, without limitation, (1) any travel expenses of by the Company’s officers and employees, and (2) any other expenses of the Company, (D) the Selling Shareholders fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (H) the Company on the one hand and the Underwriters on the other hand shall each pay their respective costs and expenses relating to investor presentations or any “roadshow” in connection with the offering or sale of the Offered Securities; provided, that the Company on the one hand and the Underwriters on the other hand shall each pay one-half the cost of any aircraft chartered in connection with attending or hosting such meetings and the Company will pay all costs and expenses of any chartered flight on which the Underwriters do not accompany the Company; provided, further, that, the Underwriters will pay all reasonable costs and expenses for any group function attended by both the Company and the Underwriters; provided, further, that except as expressly set forth herein, the Underwriters will pay the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review) $30,000, in connection with such costs not to exceed $15,000the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses, the Final Prospectus (including any amendments and supplements thereto) and the Registration Statement (and exhibits thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and (vi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (Dincluding 50% of the cost of the chartering of airplanes. It is understood, however, that except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incident to listing incurred by the Offered Securities Underwriters on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company Partnership will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Units for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Units (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, Units including (1) any travel expenses provided that the costs associated with the chartering of an aircraft used by the Partnership and the Underwriters to attend meetings with prospective purchasers of the Company’s officers Common Units will be divided equally between the Partnership on the one hand and employeesthe Underwriters on the other hand, and (2) any other expenses each of the CompanyPartnership and the Underwriters will pay for their own costs in connection with meetings with prospective purchasers), (D) the fees and expenses incident to listing the Offered Securities Units on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities Units under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as set forth in this Section 5(h), the Underwriters will pay all of their own costs and expenses, including the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Partnership will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Units for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Units (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, Units including (1) any travel expenses provided that the costs associated with the chartering of an aircraft used by the Partnership and the Underwriters to attend meetings with prospective purchasers of the Company’s officers Common Units will be divided equally between the Partnership on the one hand and employeesthe Underwriters on the other hand, and (2) any other expenses each of the CompanyPartnership and the Underwriters will pay for their own costs in connection with meetings with prospective purchasers), (D) the fees and expenses incident to listing the Offered Securities Units on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities Units under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as set forth in this Section 5(h), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. The Partnership agrees to pay to Credit Suisse Securities (USA) LLC and expenses Citigroup Global Markets Inc. an aggregate structuring fee in an amount equal to .50% of the Company’s accountants and gross proceeds from the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale of the Offered Securities through The Depository Trust CompanyUnits (excluding the gross proceeds from the sale of any Icahn Units) for providing advice regarding the capital structure of the Partnership, the terms of the offering of the Common Units, the terms of the A&R Partnership Agreement and (J) all the terms of certain other costs agreements between the Partnership and expenses incident to the performance by the Company of its obligations hereunderaffiliates.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters; provided, however, that all such fees and disbursements shall not exceed $10,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters designate in accordance with the provisions of Section 5(e) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with review (such costs counsel fees not to exceed $15,00030,000)), all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Securities (C) other than as shall have been specifically approved by the Underwriters to be paid for by the Underwriters), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes (provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to be paid fifty percent (D50%) of the cost of airplanes chartered in connection with any road show), fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and any other applicable national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as otherwise provided by this Agreement, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other Underwriters shall pay their own costs and expenses incident to in connection with the performance by the Company transactions contemplated hereby, including without limitation fees and expense of its obligations hereundertheir counsel.

Payment of Expenses. The Company Parties, jointly and severally, agree that the Company Parties will pay all expenses incident to the performance of its the obligations of the obligations of the Company Parties under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including (x) filing fees and (y) the fees and expenses of counsel for the Underwriters relating to such reviewreview (the amount in clause (y) with such costs not to exceed $15,00035,000)), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees; provided, however, that the Underwriters shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations, and (2) any other expenses of the Company, (D) the Company including fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (Hhowever, that except as provided in this Section 5(i) and Sections 5(p), 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incurred by the Underwriters on behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Securityholders under this Agreement, including, but not limited to, (A) including any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and but excluding the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided, however, that the Underwriters shall be responsible for 50% of the equivalent third party costs of any private aircraft incurred by or on behalf of the Company in connection with such presentations), and (2) any other expenses of the Company, (D) the Company including fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Securityholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement, includingincluding (a) the preparation, but not limited toprinting and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus supplements and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (Ab) any filing fees the preparation, printing and other expenses distribution of this Agreement, the Indenture and Offered Securities, (including c) the delivery of the Offered Securities to the Underwriters, (d) the fees and disbursements of the Company's counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoaccountants, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (De) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration qualification of the Offered Securities under the Exchange Actapplicable securities laws in accordance with Section 3(f) hereof and any filing for review of the offering with the National Association of Securities Dealers, Inc., including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith, (Ff) expenses incurred in distributing preliminary prospectuses any fees charged by rating agencies for rating the Offered Securities and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (Hg) the fees and expenses of the Company’s accountants and Trustee, including the fees and expenses disbursements of counsel (including local and special counsel) for the CompanyTrustee, (I) all fees for clearance, settlement in connection with the Indenture and book-entry transfer of the Offered Securities through The Depository Trust CompanySecurities. If this Agreement is terminated by you in accordance with the provisions of Section 5 or 9(a)(i), and (J) all other costs and expenses incident to the performance by the Company shall reimburse the Underwriters for all their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its obligations hereundercounsel for the Underwriters.

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incident to the performance of its obligations under this Agreement, including, but not limited to, including without limitation: (Aa) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing filing of memoranda relating theretothe Applications and Registration Statement; (b) the preparation, (B) costs printing, filing, delivery and expenses mailing of the Registration Statement, including the Prospectus, and all documents related to the review by the Financial Industry Regulatory Authority Offering and proxy solicitation; (“FINRA”c) of the Offered Securities (including all filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the qualification or registration of the Offered Securities Shares for offer and sale by the Holding Company under the Exchange Actsecurities or “blue sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (Fd) the filing fees of FINRA related to Stifel’s fairness filing under Rule 2710 of the National Association of Securities Dealers, Inc.; (e) fees and expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse Stifel for reasonable out-of-pocket expenses, including legal fees and expenses and expenses incurred in distributing preliminary prospectuses and connection with the Final Prospectus (including any amendments and supplements thereto) syndicated community offering or public underwritten offering, incurred by Stifel in connection with the services hereunder, subject to the Underwriterslimitations provided below. Stifel will not incur reimbursable legal fees (excluding counsel’s out-of-pocket expenses) in excess of $75,000. Stifel will not incur actual accountable reimbursable out-of-pocket expenses in excess of $30,000 in the subscription offering and community offering and in excess of $50,000 in the syndicated community offering. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Mid-Tier Holding Company and Stifel in the event of delay in the Offering, which requires material additional work by Stifel or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, Stifel will not incur additional accountable reimbursable out-of-pocket expenses in excess of $15,000 or additional reimbursable legal fees in excess of $25,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $195,000. Not later than two (G2) expenses incurred for preparingdays prior to the Closing Date, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) Stifel will provide the fees and Bank with a detailed accounting of all reimbursable expenses of Stifel and its counsel to be paid at the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderClosing.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, but not limited to, (A) including any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the including fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hi) each of the fees several Underwriters will pay its own costs and expenses of the Company’s accountants relating to any such investor presentations or “road show” and the fees and expenses of counsel (including local and special counselii) for the Company, (I) all fees for clearanceon the one hand, settlement and book-entry transfer the several Underwriters, on the other hand, will each pay 50% of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident relating to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The Company will Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, (Aii) any filing fees the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and bookthe Mid-entry transfer of the Offered Securities through The Depository Trust Tier Company, the MHC or the Bank, the Bank will reimburse the Agent for such fees and (J) all other costs expenses whether or not the Conversion is consummated. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, and (ii) all reasonable legal fees and expenses up to $250,000 incurred by the Agent in connection with its services as marketing agent as described above and reasonable out-of-pocket expenses up to $30,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the MHC, the Mid-Tier Company, the Company and the Bank. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of its obligations hereunderthis Section 4 shall be due and payable upon receipt by the Company, the Mid-Tier Company, the MHC or the Bank of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs , which fees and expenses shall not to exceed $15,00035,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company; provided that the cost of any aircraft chartered in connection with any Testing-the-Waters meetings or the “road show” shall be shared equally between the Company and the Underwriters, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe Nasdaq Stock Market LLC, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. For the avoidance of doubt, (Hand except as provided in this Section 5(i) and Sections 8 and 10 hereof, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel and the Testing-the-Waters meeting or the “road show” expenses incurred by them, including but not limited to travel, lodging and other expenses of the Company’s accountants and the fees and expenses Underwriters or any of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and booktheir employees incurred by them in connection with any Testing-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthe-Waters meeting or “road show”.

Payment of Expenses. The Company will pay If the Offering is consummated, the Agents shall bear all of their out-of-pocket expenses incident incurred in connection with the Offering, including fees and disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement, including, but not limited towithout limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses, up to a maximum of $150,000; provided, however, that the Agents shall document such expenses to the reasonable satisfaction of the Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of the Agents’ engagement or termination of the Offering, as the case may be. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of their obligations under this Agreement, including without limitation, (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel (including local and special counsel) for the Company, (I) all the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for such fees for clearanceand expenses whether or not the Conversion is consummated; provided, settlement and book-entry transfer however, that the Agent shall not incur any substantial expenses on behalf of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident the Mid-Tier Company, the MHC or the Bank pursuant to this Section 4 without the performance by prior approval of the Company of its obligations hereunderBank.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Shares and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and independent registered public accounting firm, (iv) the printing or other production and delivery to the UnderwritersDealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (v) the fees and expenses incurred with respect to filing with and review by FINRA, including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vi) the fees and expenses incurred in connection with the listing of the Shares on the NYSE, (vii) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (viii) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000fees), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided, however, that the Underwriter shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations), and (2) any other expenses of the CompanyCompany including, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as provided herein, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and any road show expenses incurred by it (other than costs and expenses incurred by the Underwriter on behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company will pay all expenses incident to the performance of its and Western Gas Parties’ obligations under this Agreementthe Terms Agreement (including these Standard Provisions), including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation and printing of memoranda relating thereto, (B) for any fees charged by investment rating agencies for the rating of the Securities, for any costs and expenses related to to, the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) for the fees and expenses of the Trustee under the Indenture and the Purchase Contract Agent under the Purchase Contract Agreement, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s and the General Partners’ officers and employees, employees and (2) any other expenses of the CompanyCompany or the Western Gas Parties including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities and Issuable APC Common Stock on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses any Statutory Prospectuses, the Prospectus and the Final Partnership Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, : (Ai) any filing fees and other expenses (including the reasonable and documented fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, ; (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, ); (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany (including fifty percent (50%) of the costs associated with the chartering of airplanes, provided that the remaining fifty percent (D50%) of any such costs associated with the chartering of airplanes shall be paid by the several Underwriters); (iv) fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, American Stock Exchange, NASDAQ Stock Market and other national and foreign exchanges; (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, ; (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, ; and (Gvii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and the Selling Stockholders agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (Securities, including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewreview (provided that the amount payable by the Company pursuant to subsection (ii) with such costs shall not to exceed $15,00040,000), (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided, however, that the Company will be responsible for only 50% of the cost of any aircraft chartered in connection with the road show, with the other 50% to be paid by the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Stock Market LLC and any other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hit is understood that, except as provided in the Section 5(h), Section 5(m) and Section 10 hereof, the Underwriters shall pay all of their own costs and expenses, including fees and disbursements of their counsel, and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any road show. It is further understood that, except as provided in this Section 5(h), the Selling Stockholders will pay all of their own costs and expenses, including any transfer or other taxes payable on the sale of their Common Stock and the legal expenses of the Selling Stockholders, except that the Company shall pay all fees, disbursements and expenses of one special counsel to the Company’s accountants Selling Stockholders in connection with the negotiation of this Agreement and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer delivery of the Offered Securities through The Depository Trust Companyopinion required by Section 7(e) hereof, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.which counsel shall be Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Shares and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund's counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (v) the fees and expenses incurred with respect to any filing with and review by the NASD, including the fees and disbursements of the Dealer Manager's counsel with respect thereto, (vi) the fees and expenses incurred in connection with the listing of the Shares on the NYSE, (vii) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Regulation Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Ciii) fees, disbursements and expenses of Company’s counsel and one counsel to the Selling Stockholders, (iv) costs and expenses incurred by the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany incurred in connection therewith (provided, however, that the Company and the Underwriters each shall be responsible for 50% of the costs of any aircraft chartered in order to transport representatives of the Company and the Underwriters to meetings with prospective purchasers of the Offered Securities), (Dv) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (Evi) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, Act and (Fvii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that, except as provided in this Section 5(h), the fees Underwriters will pay all of their own costs and expenses, including all travel, lodging and other expenses of the Company’s accountants Underwriters or any of their employees incurred by them in connection with any road show. It is further understood that, except as provided in this Section 5(h), the Selling Stockholders will pay all of their own costs and expenses, including any transfer or other taxes payable on the fees and sale of their Securities, except as provided in any separate agreement relating to the allocation of payment of expenses of counsel (including local and special counsel) for between the Company, (I) all fees for clearance, settlement and book-entry transfer of on the Offered Securities through The Depository Trust Companyone hand, and (J) all a Selling Stockholder, on the other costs and expenses incident to the performance by the Company of its obligations hereunderhand.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident incidental to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, The New York Stock Exchange and other national and foreign exchanges and (Eiii) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Each Selling Stockholder agrees with the several Underwriters that such Selling Stockholder will pay or cause to be paid all transfer taxes on the sale by such Selling Stockholder of the Offered Securities to the Underwriters. Except as otherwise provided by this Agreement, (H) the Underwriters shall pay their own costs and expenses in connection with the transactions contemplated hereby, including, without limitation, fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) thereto costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the American Stock Exchange, NASDAQ Global Stock Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Each Selling Stockholder agrees with the several Underwriters that such Selling Stockholder will pay any transfer taxes on the sale by such Selling Stockholder of his, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the her or its Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable and documented fees and disbursements of counsel local and international counsels to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or other documents relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) reasonable and documented costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel reasonable and documented expenses of the Representatives and the Company’s officers and employees, such as travel, meals and (2) any other expenses group events and the chartering of the Companyairplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) fees and expenses of local and international counsels to the Company, fees and expenses of the Company’s independent public accountants, fees and expenses of local and international counsels to the Underwriters, fees and expenses in connection with the registration of the Offered Securities under the Act and the Exchange Act, (F) Act and expenses incurred in printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition, the Company shall at all times be responsible for the Underwriters’ documented out-of-pocket expenses in addition to those expenses listed in the foregoing sentence, provided that the Underwriters shall not incur (Hx) such additional out-of-pocket expenses in excess of US$750,000 in the fees and expenses aggregate or (y) any individual or series of related expenditures in excess of US$75,000, in each case without the prior written consent of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderwhich consent shall not be unreasonably withheld.

Payment of Expenses. The Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Blue Sky Laws and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of one counsel for the Underwriters relating to such review) with such costs not review in an amount equal to exceed $15,00020,000), (Ciii) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company; provided that the Company, (D) on the fees one hand, and the several Underwriters, on the other hand, will each pay 50% of the costs and expenses incident relating to listing the Offered Securities on chartering of airplanes used by the NYSE, Company and the Underwriters in connection with any such investor presentation or “road show,” (Eiv) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, Underwriters and (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (H) each Selling Stockholder will pay any transfer taxes on the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale by such Selling Stockholder of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. If the Offering is consummated, the Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of their obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses; provided, however, that Sandler X’Xxxxx shall document such expenses to the reasonable satisfaction of the Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of Sandler X’Xxxxx’x engagement or termination of the Offering, as the case may be. The Company will Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, but not limited toincluding without limitation, (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Conversion Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and bookthe Mid-entry transfer of the Offered Securities through The Depository Trust Tier Company, and (J) all other costs the MHC or the Bank, the Bank will reimburse the Agents for such fees and expenses incident to whether or not the performance by the Company of its obligations hereunderConversion is consummated.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including, but not limited to, (Ai) any expenses relating to the printing and filing fees of the Registration Statement as originally filed and other of each amendment thereto, (ii) expenses relating to the preparation, issuance and delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(a)(vii) of this Agreement, including filing fees, (v) expenses relating to the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred with respect to filing with FINRA, including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials (including all reasonable out-of-pocket fees and expenses, if any and not to exceed $10,000, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers), (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal, the expenses of which will be incurred by the Dealer Manager, subject to reimbursement pursuant to paragraph (b) below) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incident to the performance of its obligations under this Agreement, including, but not limited to, including without limitation: (Aa) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing filing of memoranda relating theretothe Applications and Registration Statement; (b) the preparation, (B) costs printing, filing, delivery and expenses mailing of the Registration Statement, including the Prospectus, and all documents related to the review by the Financial Industry Regulatory Authority Offering and proxy solicitation; (“FINRA”c) of the Offered Securities (including all filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the qualification or registration of the Offered Securities Shares for offer and sale by the Holding Company under the Exchange Actsecurities or “blue sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (Fd) the filing fees of FINRA related to Stifel’s fairness filing under Rule 2710 of the National Association of Securities Dealers, Inc.; (e) fees and expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse Stifel for reasonable out-of-pocket expenses, including legal fees and expenses and expenses incurred in distributing preliminary prospectuses and connection with the Final Prospectus (including any amendments and supplements thereto) syndicated community offering or public underwritten offering, incurred by Stifel in connection with the services hereunder, subject to the Underwriterslimitations provided below. Stifel will not incur reimbursable legal fees (excluding counsel’s out-of-pocket expenses) in excess of $150,000. Stifel will not incur actual accountable reimbursable out-of-pocket expenses in excess of $20,000 in the subscription offering and community offering and in excess of $75,000 in the syndicated community offering. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Mid-Tier Holding Company and Stifel in the event of delay in the Offering, which requires material additional work by Stifel or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, Stifel will not incur additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $25,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $280,000. Not later than two (G2) expenses incurred for preparingdays prior to the Closing Date, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) Stifel will provide the fees and Bank with a detailed accounting of all reimbursable expenses of Stifel and its counsel to be paid at the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderClosing.

Payment of Expenses. The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including the reasonable fees and disbursements disbursement of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under foreign securities laws or the state securities or blue sky laws of such jurisdictions as the Representatives designate provided in Section 5(f) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing up to $10,000 in reimbursement of certain underwriter’s counsel fees and in connection with the fees and expenses review of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000offering by FINRA), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany incurred in connection therewith (provided, (D) however, that the Company and the Underwriters shall each agree to pay for 50% of the cost of any aircraft chartered in order to transport representatives of the Company and the Underwriters to meetings with prospective purchasers of the Offered Securities), fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and each Selling Stockholder under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Company and the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the chartering of airplanes, cost of lodging, meals and other expenses for Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENYSE Euronext, (E) the and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) . Upon the fees and expenses completion of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer offering of the Offered Securities through The Depository Trust CompanySecurities, the Company may reimburse a portion of the legal and (J) all other costs and travel related expenses incident to incurred by the Underwriters in connection with the performance by of their obligations under this Agreement; provided, however, that the amount and timing of any such discretionary reimbursement is in the sole discretion of the Company and provided further that in no event will the amount of its obligations hereundersuch discretionary reimbursement exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.

Payment of Expenses. The Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, (Aii) any filing fees the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to Blue Sky counsel) of the UnderwritersSecurities in the various states, (iv) the fees and expenses incurred in connection with qualification obtaining the listing of the Offered Securities for sale under on the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoNasdaq Stock Market, (Bv) costs all fees and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) disbursements of the Offered Securities Company’s counsel, accountants and other advisors, and (including filing fees vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel the Company or the Bank, the Bank will reimburse the Agent for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs fees and expenses relating whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to investor presentations this section without prior approval of the Bank. The Company and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or any “road show” incurred by the Agent in connection with all filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $100,000 incurred by the offering and sale of the Offered Securities Agent in connection with its services as marketing agent as described above including, without limitation, (1) any travel expenses of the Company’s officers legal fees and employeesexpenses, travel, meals, lodging, postage, syndication and documentation expenses, if no Syndicated Offering occurs and up to $115,000 if a Syndicated Offering occurs, and (2iii) any other reasonable out-of-pocket expenses up to $30,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company, (D) Company and the Bank. All fees and expenses incident to listing which the Offered Securities on the NYSE, (E) the fees Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance payable upon receipt by the Company or the Bank of its obligations hereundera written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company and the Selling Stockholder agree with the several Underwriters that the Company and the Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable and documented fees and disbursements of one firm of counsel, one firm of gaming regulatory counsel and one firm of local counsel in each applicable jurisdiction, to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) review (but with such costs respect to fees and expenses of counsel for the Underwriters not to exceed $15,00020,000)), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees (provided that the Underwriters shall jointly bear one-half of the air travel expenses) and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses Prospectus to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay agrees that, whether or not the Offering is consummated, it undertakes to, promptly upon the written request of the Underwriter, reimburse the Underwriter for all reasonable costs and expenses incident to (which can be billed from time-to-time) and any applicable taxes incurred by the performance of its obligations under this AgreementUnderwriter in connection with the Offering, including, but not limited towithout limitation: (i) the fees, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewUnderwriter’s local and international counsels as mutually agreed upon by the Company and the Underwriter; (ii) with such costs not to exceed $15,000, (C) costs fees and expenses relating to investor presentations the settlement of the Securities through Pershing and the listing of the Securities on the relevant stock exchange; (iii) the costs of printing and distribution to or on behalf of the underwriters of any “road show” preliminary and final offering memoranda, prospectuses or other disclosure documents in connection with the offering and sale of the Offered Securities including, without limitation, Offering; (1iv) any out-of-pocket travel expenses of the Underwriter, including due diligence and the Underwriter’s roadshow expenses; and (v) all customary roadshow expenses, including the cost of any internet based roadshow; provided that all such expenses incurred in the aggregate by the Underwriter on its own behalf in connection therewith shall be mutually agreed upon by the Company and the Underwriter. The Company shall be solely responsible for the fees, disbursements and expenses of Company’s officers local and employeesinternational counsels. Notwithstanding anything in this section to the contrary, and (2) any other expenses in excess of the amount set forth herein, shall nonetheless be borne by the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses if such expense is approved in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance writing by the Company prior to the incurrence of its obligations hereunderany such expense.

Payment of Expenses. The Company and each Selling Stockholder agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, but not limited to, (A) including any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the including fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hi) each of the fees several Underwriters will pay its own costs and expenses of the Company’s accountants relating to any such investor presentations or “road show” and the fees and expenses of counsel (including local and special counselii) for the Company, (I) all fees for clearanceon the one hand, settlement and book-entry transfer the several Underwriters, on the other hand, will each pay 50% of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident relating to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The MHC, the Mid-Tier, the Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, and the filing fees paid by the Agent referenced below, (Aii) any filing fees the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (Div) the fees and expenses incident to incurred in connection with obtaining the listing of the Offered Securities and the Exchange Securities on the NYSENasdaq Stock Market, (Ev) the all fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer on behalf of the Offered Securities through Company or the Bank, the Bank will reimburse the Agent for such fees and expenses whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to this section without the prior approval of the Bank. The Depository Trust Company, Primary parties jointly and (J) all other costs and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Company Agent in connection with all filings with FINRA and (ii) all reasonable documented out-of-pocket expenses up to $110,000 incurred by the Agent in connection with its services as marketing agent, which amount will be increased to up to $150,000 in the event that a Syndicated Community Offering is undertaken, and up to $50,000 in connection with its services as records management agent as described above including, in each case without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and documentation expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of its obligations hereunderthe Primary Parties. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Primary Parties of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company, the Selling Stockholders or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholders relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) the fees costs and expenses referred to in Item 13 of Part II of the Company’s accountants and Registration Statement. Notwithstanding the fees and expenses of counsel (including local and special counsel) for foregoing sentence, the Company, (I) all fees for clearance, settlement and book-entry Selling Stockholders agree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities through The Depository Trust Companyto the Underwriters. Except as provided in this Agreement, and (J) all other the Underwriters shall pay their own costs and expenses incident to expenses, including the performance by the Company fees and disbursement of its obligations hereundertheir counsel.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to on behalf of the UnderwritersPlacement Agent) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Placement Agent reasonably designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (Cii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, NYSE American, NASDAQ and other national and foreign exchanges, (Eiii) the fees and expenses in connection with the registration of the Offered Securities and Underlying Securities under the Exchange Act, (Fiv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Placement Agent and for expenses incurred for preparing, printing and distributing any Permitted Issuer Free Writing Prospectuses to investors or prospective investors, (Hv) all fees and expenses of the Trustee and (vi) the fees and expenses incurred in connection with the listing of the Company’s accountants and the fees and expenses Maximum Number of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer Underlying Securities issuable upon conversion of the Offered Securities through on NYSE American. The Depository Trust CompanyCompany also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $350,000, and which reimbursement shall be payable immediately upon (Jbut only in the event of) all other costs and expenses incident to the performance by Closing of the Company of its obligations hereunderOffering.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, including, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to, to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses of legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares not to exceed $120,000 without the prior written consent of the Company (the “Legal Fee”), (D) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Underwriters advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (DE) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange ActNasdaq, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the fees Underwriters in connection with the offering and expenses sale of the Company’s accountants Offered Shares and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees up to a maximum of $25,000 for clearance, settlement and bookout-entry transfer of-pocket expenses in excess of the Offered Securities through The Depository Trust CompanyLegal Fee incurred by the Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, including but not limited to database and (J) all other costs similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing and duplicating expenses; and any background checks on individuals required for compliance purposes. If any compensation or expenses incident payable to the performance by Underwriters pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of its obligations collection or other enforcement of the Underwriters’ rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) Underwriters, in connection with such costs not to exceed $15,000the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, provided, however, that the Underwriters will pay for 50% of the costs and (2) any other expenses of any chartered flight, except for flights on which there is no representative of the CompanyRepresentatives, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will shall, upon demand, pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) expenses relating to the preparation, but not limited toprinting, filing and distribution of the Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any amendments thereof or supplements thereto, (Aii) expenses relating to the preparation, printing and distribution of this Agreement, any Underwriter’s Questionnaire or related matters, (iii) expenses relating to the issuance and delivery of the Shares to the Underwriters, (iv) the fees and disbursements of the Company’s counsel and accountants, (v) expenses of qualifying the Shares under the applicable securities or “blue sky” laws in accordance with Section 3(f) hereof, including filing fees and other expenses (including fees and disbursements of counsel to for the Underwriters) incurred Underwriters in connection therewith and in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate “blue sky” survey and the preparation and printing of memoranda relating theretoany legal investment survey, (Bvi) all costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities offering (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Cvii) any costs and expenses of the Company relating to investor presentations or on any “road show” undertaken in connection with the marketing of the Shares and (viii) the fees and expenses, if any, incurred in connection with the listing of the Shares on the Nasdaq Global Select Market or other national securities exchange. If this Agreement is terminated by you in accordance with the provisions of Section 4 or Section 9(i) hereof, the Company shall, upon demand, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred by them in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance contemplated by the Company of its obligations hereunderthis Agreement.

Payment of Expenses. The Company will First Federal Parties jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, (Aii) any filing fees the cost of printing and other expenses distributing the materials used in the Offering, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to Blue Sky counsel) of the UnderwritersShares in the various states, (iv) the fees and expenses incurred in connection with qualification obtaining the quotation of the Offered Securities for sale under Shares on the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoNasdaq Capital Market, (Bv) costs all fees and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) disbursements of the Offered Securities First Federal Parties’ counsel, accountants and other advisors, and (including filing fees vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel any of the First Federal Parties, the Bank will reimburse the Agent for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs fees and expenses relating whether or not the Conversion is consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of the First Federal Parties without prior approval, which approval will not be unreasonably withheld. The First Federal Parties jointly and severally agree to investor presentations pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion or any “road show” the Offering are consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $15,000 incurred by the offering and sale of the Offered Securities Agent in connection with its services as marketing agent as described above including, without limitation, (1) any travel travel, meals, lodging, postage, and documentation expenses, and up to $75,000 incurred by the Agent on legal fees and expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company’s officers and employeesFirst Federal Parties. These expenses assume no unusual circumstances or delays, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses no resolicitation in connection with the registration Offering. The First Federal Parties acknowledge that such expense cap may be increased by $25,000 by mutual consent, including in the event of a material delay of the Offered Securities under Offering which would require an update of the Exchange Act, (F) expenses incurred financial information in distributing preliminary prospectuses and tabular form to reflect a period later than that set forth in the Final Prospectus (including any amendments and supplements thereto) to original filing of the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the offering document. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of the Company’s accountants this Section 4 shall be due and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance payable upon receipt by the Company First Federal Parties of its obligations hereundera written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. (i) The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and, other than as set forth in Section 5(h)(ii), each Selling Stockholder under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters, which, if the Offered Securities are “covered securities” for purposes of Section 18 of the Act upon completion of the sale of the Firm Securities, shall not exceed $5,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs review not to exceed $15,00020,000), (Cii) the fees, disbursements and expenses of the Company’s counsel and counsel to the Selling Stockholders, (iii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided that the costs reasonably incurred by the Company and the Underwriters to charter any aircraft in connection with the “road show” shall be shared equally between the Company and the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Global Select Market and other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each Selling Stockholder agree with the Underwriter that the Company and such Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered offering and sale of the Securities (including filing fees and the fees and expenses of counsel for the Underwriters Underwriter relating to such review) ), in connection with such costs not to exceed $15,000the review and approval of the Underwriter’s participation in the offering and distribution of the Securities, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) NYSE American, NASDAQ Stock Market and other national and foreign exchanges, the fees and expenses of the Company’s counsel and independent accountants, the costs and charges of any transfer agent and any registrar, the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Securities to the Underwriter and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (Hhowever, that except as provided in this Section 5(h) and Sections 8 and 9 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and travel and lodging expenses of the Company’s accountants its representatives and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderemployees.

Payment of Expenses. The Company agrees with the Placement Agent that the Company will pay all reasonable, documented out-of-pocket expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, includingthe Securities Purchase Agreement, the Indenture and the Security Documents, including but not limited to, (A) to any filing fees and other expenses (including reasonable, documented fees and disbursements of counsel to the UnderwritersPlacement Agent) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Placement Agent designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable, documented fees and expenses of counsel for the Underwriters Placement Agent relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the Company including fees and expenses incident to listing or maintaining the Offered Securities listing of the Underlying Shares on the NYSENew York Stock Exchange, (E) the American Stock Exchange, The Nasdaq Stock Market LLC and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) costs and expenses incurred in connection with the creation, perfection, protection and continuation of the first priority liens contemplated by the Indenture and each Security Document and fees and expenses incurred in connection with lien and title searches, title insurance, taxes, fees and other charges for recording mortgages and filing UCC financing statements, intellectual property filings and continuations), fees and expenses of the Trustee, fees and expenses of the Collateral Agent, any transfer taxes payable in connection with the delivery of the Offered Securities to the Purchaser and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersPlacement Agent; provided, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) however that the fees and expenses of to be reimbursed to the Company’s accountants and the Placement Agent (including any fees and expenses of counsel (including local and special counsel) for the Company, Placement Agent) shall not exceed an aggregate amount of two hundred thousand dollars (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder$200,000).

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (Ai) any filing fees and other documented expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the state “blue sky” laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) the fees and expenses of the Company’s counsel and accountants, the costs and charges of any transfer agent, any registrar and any depositary (including the Depositary), (iii) reasonable and documented costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Civ) reasonable and documented costs and expenses relating to investor presentations or presentations, any “road show” and any Testing-the-Waters Communication in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the roadshow (provided that 50% of the costs of the chartering of airplanes shall be the responsibility of the Underwriters; it being understood that the other 50% of such costs shall be the responsibility of the Company), (Dv) the fees and expenses incident to listing the Offered Securities ADSs on the NYSENew York Stock Exchange, (E) the American Stock Exchange, The Nasdaq Stock Market LLC and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) costs and expenses in connection with printing certificates and ADRs evidencing the ADSs, (vii) costs and expenses, including any transfer taxes, payable in connection with the delivery of the Offered Securities to the Underwriters (viii) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, however, that (Hx) the fees and expenses disbursements of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, Underwriters reimbursable under clauses (Ii) all fees for clearance, settlement and book-entry transfer of (iii) shall not exceed in the Offered Securities through The Depository Trust Companyaggregate $35,000, and (Jy) all other except as otherwise provided in this Section 5(i) and Section 8 hereof, the Underwriters shall be responsible for their own costs and expenses incident to expenses, including the performance by the Company fees of its obligations hereundertheir counsel.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited toto the costs incident to the authorization, (A) issuance, sale, preparation and delivery of the Offered Securities and any taxes payable in that connection, any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $5,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees (and the reasonable fees and expenses of counsel for the Underwriters Underwriter relating to such review) with such costs review in an amount not to exceed $15,00035,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the road show shall be the responsibility of the Underwriter (it being understood that the other 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSENasdaq Global Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 9, (H) the fees Underwriter shall pay its own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special its counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) the cost of aircraft and other transportation chartered in connection with the road show and any travel expenses of the Company’s officers and employees (but not the costs and expenses for investor presentation and road show venues, or for any commercial flights or lodging of any of the Representatives’ officers and employees, ) and (2) any other expenses of the CompanyCompany and the Selling Stockholders, (D) including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable and documented fees and disbursements of one firm of counsel, one firm of gaming regulatory counsel and one firm of local counsel in each applicable jurisdiction, to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) review (but with such costs respect to fees and expenses of counsel for the Underwriters not to exceed $15,00020,000)), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided that the Underwriters shall jointly bear one-half of the air travel expenses), and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses Prospectus to investors or prospective investors. In addition to the foregoing, (H) the fees and Company will also pay the expenses of the Company’s accountants and the fees and expenses of counsel Qualified Independent Underwriter (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderas defined herein).

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (A) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) Underwriters incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives reasonably designate and or that the Company requests, including, without limitation, British Columbia, (B) the preparation and printing of memoranda relating theretoa Blue Sky memoranda, (BC) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including (i) filing fees and (ii) the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (CD) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities and/or presentation involving a Written Testing-the-Waters Communication including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2E) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Stock Market, (EF) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (FG) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors; provided, (H) that, except as set forth herein, the fees Underwriters will pay all of the travel, lodging and other expenses of the Company’s accountants Underwriters or any of their employees incurred by them in connection with any presentation involving a Written Testing-the-Waters Communication or “roadshow” and the fees and expenses of counsel (including local for such Underwriters. The Company and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer Underwriters will each pay 50% of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company cost of its obligations hereunderany aircraft chartered in connection with any “roadshow” presentation.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not ), fees, disbursements and expenses of the Company’s counsel and one counsel to exceed $15,000the Selling Stockholders (which shall be [•]), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, (E) the The American Stock Exchange, The NASDAQ Global Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or 14 any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that, unless otherwise agreed upon between the Company and any of the Selling Shareholders, the Company will pay or cause to be paid all expenses incident to the performance of its and the Selling Shareholders’ obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) NASD of the Offered Securities (including filing fees and but not the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, the Company agrees with the several Underwriters to pay the reasonable costs and expenses incurred by the Underwriters in connection with this offering up to US$1,500,000 (H) the but not including fees and expenses disbursements of counsel to the Underwriters). The Underwriters agrees to pay or reimburse the Company up to US$500,000 for the Company’s accountants and expenses incurred in connection with this offering, or such lesser amount that the fees and expenses Board of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer Directors of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to Company may determine at the performance by time of the Company of its obligations hereunderoffering.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The In addition to the obligations agreed to by the Company will under Section 2(b)(vii) herein, the Company agrees to pay all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other reasonable costs and expenses incident to the performance of the obligations of the Company and the Trust under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated, including all costs and expenses incident to (i) the authorization and issuance of the Securities and any taxes payable in connection therewith; (ii) the fees and expenses of counsel, accountants and any other experts or advisors retained by the Company or the Trust and (iv) the fees and all reasonable expenses of its obligations hereunderthe 2007 Property Trustee, the 2012 Property Trustee, the 2007 Delaware Trustee, the 2012 Delaware Trustee, New Indenture Trustee, the Existing Indenture Trustee and any other trustee or paying agent appointed under the Operative Documents, including the fees and disbursements of counsel for such trustees. The fees of the New Indenture Trustee (excluding fees and disbursements of counsel) shall not exceed the amounts set forth in that certain Fee Agreement dated as of the date hereof between the Company and the New Indenture Trustee, executed in connection with this Agreement and the New Indenture. In addition to the forgoing the Company shall also pay the fees and all costs and expenses, including, without limitation, attorneys’ fees, incurred by Kodiak, the CDO Trustee, and Kodiak CDO Management LLC in connection with the transactions contemplated herein and in the New Indenture, whether or not the transactions contemplated herein are consummated or this Agreement is terminated.

Payment of Expenses. The Company will As between the Depositor and the Underwriters, the Depositor agrees to pay all expenses incident to the performance of its obligations under this Underwriting Agreement, including without limitation those relating to: (a) the costs incident to the authorization, issuance, sale and delivery of the Certificates and any taxes payable in connection therewith; (b) a portion of the fees previously paid to the Commission with respect to the filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, but not limited toin each case, (A) exhibits), the Disclosure Documents and Prospectus and any filing fees and other expenses (including fees and disbursements of counsel amendment or supplement to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including the Disclosure Documents) or any amendments and supplements theretodocument incorporated by reference therein, all as provided in this Underwriting Agreement; (d) to the Underwriters, (G) expenses incurred for preparing, printing costs of reproducing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, this Underwriting Agreement; (He) the fees and expenses of qualifying the Company’s accountants Certificates under the securities laws of the several jurisdictions as provided in Section 5(h), if necessary, hereof and the of preparing, printing and distributing a blue sky memorandum (including related fees and expenses of counsel to the Underwriters); (including local and special counself) any fees charged by securities rating services for rating the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, Certificates; and (Jg) all other costs and expenses incident to the performance of the obligations of the Depositor (including costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Company Underwriters in accordance with the provisions of its obligations hereunderSection 6 or Section 11, the Depositor shall cause the Underwriters to be reimbursed for all reasonable out-of-pocket expenses, including fees and disbursements of Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters.

Payment of Expenses. The Company will agrees to pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Ciii) costs and expenses incurred by the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (Ev) fees, disbursements and expenses of Company’s counsel and counsel to the Trustee, (vi) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Companyin each case, (I) all fees for clearance, settlement and book-entry transfer of with respect to the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderSecurities.

Payment of Expenses. The Company agrees with the several Underwriters and the Selling Shareholders that the Company will pay all of the following expenses incident to the performance of its the obligations under this Agreement, including, but not limited to, of the Company and the Selling Shareholders: (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the UnderwritersUnderwriters to a maximum amount of $600,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed a maximum amount of $15,00035,000, (Ciii) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company; provided, however, that 50% of the cost of any aircraft chartered in connection with the road show shall be paid by the Underwriters; (Div) the fees and expenses incident to listing the Offered Securities on the NYSEExchange, (Ev) the fees costs and expenses of preparing stock certificates and ADRs; (vi) all costs and expenses related to the transfer and delivery of the ADSs to be sold by the Company and the Selling Shareholders to the Underwriters, including any transfer, documentary, stamp or similar issue taxes payable in Turkey in connection with the registration delivery of the such Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees all costs and expenses arising as a result of the Company’s accountants deposit by the Company and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer Selling Shareholders of the Offered Securities through The Depository Trust Company, to be sold by it with the Depositary and (J) all other costs the issuance and expenses incident delivery of the ADRs evidencing ADSs in exchange therefor by the Depositary to the performance Company and of the sale and delivery of the Offered Securities by the Company to or for the account of its obligations hereunder.the Underwriters in the manner contemplated under this Agreement, including, in any such case any Turkish transfer or other similar tax asserted against an Underwriter by reason of the purchase and sale of such an Offered Security pursuant to this Agreement,

Payment of Expenses. The Company and the Selling Stockholder agree with the several Underwriters that the Company and the Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany (provided that the Company shall only pay 50% of the costs and expenses related to aircraft chartered by the Underwriters for the purposes of any road show), (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters (Falong with any transfer taxes on the sale by the Underwriters to investors) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as noted in this Agreement, the fees and expenses Underwriters will pay all of the Company’s accountants fees, costs, expenses and disbursements of their counsel in connection with the issuance and sale of the Offered Securities. The Company and the fees Selling Stockholder shall allocate their expenses in accordance with the Registration Rights Agreement dated as of February 9, 2010 by and expenses of counsel (including local and special counsel) for among the Company, (I) all fees for clearancethe Selling Stockholder, settlement and book-entry transfer of the Offered Securities through The Depository Trust CompanyHarbinger Capital Partners Special Situations Fund, L.P., Global Opportunities Breakaway Ltd., Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P., Avenue Special Situations Fund V, L.P., and (J) all other costs and expenses incident to the performance by Avenue-CDP Global Opportunities Fund, L.P. or as the Company of its obligations hereunderand the Selling Stockholder shall otherwise mutually agree.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any documented filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including documented filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, provided, however, that the Underwriters relating to such review) with such costs not to exceed agree that the maximum amount reimbursable for expenses advanced by the Underwriters shall be $15,00030,000, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, provided, however, that the Underwriters will pay for 50% of the costs and (2) any other expenses of any chartered flight, except for flights on which there is no representative of the CompanyRepresentative, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) any transfer taxes on the sale by the Company of the Offered Securities to the Underwriters, (vii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (viii) all other fees, (H) costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of their counsel. Nothing in this Agreement shall modify the obligations of the Company’s accountants and the fees and Company with respect to payment of expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident pursuant to the performance by the Company of its obligations hereunderRegistration Rights Agreements.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder under this Agreement, including, including but not limited to, to (Ai) any documented filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including documented filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, provided, however, that the Underwriters relating to such review) with such costs not to exceed agree that the maximum amount reimbursable for expenses advanced by the Underwriters shall be $15,00050,000, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, provided, however, that the Underwriters will pay for 50% of the costs and (2) any other expenses of any chartered flight, except for flights on which there is no representative of the CompanyRepresentatives, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters, (vii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (viii) all other fees, (H) costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of their counsel. Nothing in this Agreement shall modify the obligations of the Company’s accountants Company and the fees and Selling Stockholder with respect to payment of expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident pursuant to the performance by the Company of its obligations hereunderReg Rights Agreement.

Payment of Expenses. The Company and the Selling Stockholders agree with the several Underwriters that the Company and the Selling Stockholders will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses of Company personnel relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, (E) the American Stock Exchange, NASDAQ Global Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses . The cost of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance chartering any aircraft in connection with any “road show” shall be paid 50% by the Company of its obligations hereunderand 50% by the Underwriters.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and each Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) . The foregoing provision shall not affect or modify any separate agreement relating to the fees and allocation of expenses of between the Company’s accountants Company and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunderSelling Stockholders.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) the cost of aircraft and other transportation chartered in connection with the road show and any travel expenses of the Company’s officers and employees (but not the costs and expenses for investor presentation and road show venues, or for any commercial flights or lodging of any of the Representatives’ officers and employees, ) and (2) any other expenses of the Company, (D) including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company, the Selling Stockholders or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs Underwriters, in an amount not to exceed $15,00020,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholders relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) the fees costs and expenses referred to in Item 14 of Part II of the Company’s accountants and Registration Statement. Notwithstanding the fees and expenses of counsel (including local and special counsel) for foregoing sentence, the Company, (I) all fees for clearance, settlement and book-entry Selling Stockholders agree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities through The Depository Trust Companyto the Underwriters. Except as provided in this Agreement, and (J) all other the Underwriters shall pay their own costs and expenses incident to expenses, including the performance by the Company fees and disbursement of its obligations hereundertheir counsel.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, (A) to any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $5,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees (and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs review in an amount not to exceed $15,00035,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the road show shall be the responsibility of the Underwriters (it being understand that the other 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 10, (H) the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agree with the Underwriter that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including, but not limited to, (A) including any filing fees and other expenses (including fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters Underwriter relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (D) the including fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriter and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hi) each of the fees several Underwriter will pay its own costs and expenses of the Company’s accountants relating to any such investor presentations or “road show” and the fees and expenses of counsel (including local and special counselii) for the Company, (I) all fees for clearanceon the one hand, settlement and book-entry transfer the several Underwriter, on the other hand, will each pay 50% of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident relating to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The Company and each Selling Shareholder agree with the several Underwriters that the Company and such Selling Shareholder will pay all expenses incident incidental to the performance of its the obligations of the Company and such Selling Shareholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Credit Suisse designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including for the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including, including but not limited toto (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, (Aii) any filing fees the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to Blue Sky counsel) of the UnderwritersSecurities in the various states, (iv) the fees and expenses incurred in connection with qualification obtaining the listing of the Offered Securities for sale under on the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoNasdaq Stock Market, (Bv) costs all fees and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) disbursements of the Offered Securities Company’s counsel, accountants and other advisors, and (including filing fees vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel the Company or the Bank, the Bank will reimburse the Agent for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs fees and expenses relating whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to investor presentations this section without prior approval of the Bank. The Company and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or any “road show” incurred by the Agent in connection with all filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $110,000 incurred by the offering and sale of the Offered Securities Agent in connection with its services as marketing agent as described above including, without limitation, (1) any travel expenses of the Company’s officers legal fees and employeesexpenses, travel, meals, lodging, postage, syndication and documentation expenses, if no Syndicated Offering occurs and up to $125,000 if a Syndicated Offering or Public Offering occurs, and (2iii) any other reasonable out-of-pocket expenses up to $25,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company, (D) Company and the Bank. All fees and expenses incident to listing which the Offered Securities on the NYSE, (E) the fees Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance payable upon receipt by the Company or the Bank of its obligations hereundera written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters not to exceed $20,000 relating to such review) with such costs not to exceed $15,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided, however, that the Underwriters shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations) and (2) any other expenses of the Company, (D) the Company including fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes or similar taxes payable in connection with the issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as provided herein, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incurred by the Underwriters on behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including the reasonable and documented fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the Directed Share Program, costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) fees, disbursements and expenses of the Company’s counsel, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including one-half of the first $200,000 of expenses of the chartering of airplanes and all amounts thereafter, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Stock Market, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses and any Written Testing-the-Waters Communications to investors or prospective investors. It is understood, (H) however, that, except as provided in this Agreement, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and up to one-half of the first $200,000 of expenses of the Company’s accountants chartering of airplanes arranged by the Underwriters and relating to investor presentations or any “road show” in connection with the fees offering and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale of the Offered Securities through The Depository Trust CompanySecurities; provided, and (J) however, that it is further understood the Company will pay for all other the expenses of the chartering of airplanes exceeding $200,000. It is further understood that, except as provided in Section 5(j), each Selling Stockholder will pay all of his own costs and expenses incident expenses, including any transfer or other taxes due on the sale of his Offered Securities to the performance by the Company Underwriters and any expenses of its obligations hereunderhis counsel.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review) $50,000, in connection with such costs not to exceed $15,000the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees; provided, however, that the Underwriters agree to pay the costs and (2) any other expenses of the Companyany chartered flight or other transportation in connection therewith, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) Company costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, (Diii) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Capital Market, (Eiv) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersUnderwriter, (Gvi) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriter) incurred in connection with any required review by FINRA of the terms of the sale of the Securities; (vii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, ; (Hviii) the costs and expenses of the Company and the Underwriter in connection with the marketing of the offering and the sale of the Securities to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show; and (ix) the reasonable fees and disbursements of counsel for the Underwriters (in addition to clauses (i) and (vi) above). Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Underwriter pursuant to this Section 4(h) in an amount in excess of $80,000 in the aggregate without the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident prior written consent. Notwithstanding anything to the performance by contrary contained in this Agreement, in the event this Agreement is terminated, the Company of shall only be obligated to reimburse the Underwriter for its obligations hereunderout-of-pocket expenses actually incurred in connection with the Offering.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, including, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to, to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Underwriters advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (D) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on the NYSENasdaq, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (GF) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (G) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Underwriters in connection with the offering and sale of the Offered Shares and (H) up to a maximum of $175,000 for out-of-pocket expenses incurred by the fees Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, including but not limited to costs and expenses of legal counsel for the Company’s accountants Underwriters incurred in connection with this Agreement and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer offering of the Offered Securities through The Depository Trust CompanyShares; database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing and (J) all other costs duplicating expenses; and any background checks on individuals required for compliance purposes. If any compensation or expenses incident payable to the performance by Underwriters pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of its obligations collection or other enforcement of the Underwriters’ rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.

Payment of Expenses. The Company and each Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, (A) to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) , if any, of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (C) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses 50% of the Company’s officers and employees, and (2) any other expenses cost of the Companychartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters (Fto the extent the Underwriters did not receive a refund or rebate with respect to such transfer taxes) and expenses incurred in printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as provided in this Section 5 and Sections 8 and 10, the Underwriters will pay all of their own respective costs and expenses, including, without limitation, fees and disbursements of their counsel and 50% of the cost of the chartering of airplanes. For the avoidance of doubt and subject to the following paragraph, the Company will not pay the expenses of the Company’s accountants Selling Stockholders related to the offering and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale of the Offered Securities through The Depository Trust CompanySecurities. Notwithstanding the foregoing, and (J) all other costs and expenses incident to the performance by as between the Company and each of its obligations hereunderthe Selling Stockholders, the provisions of this section shall not affect any agreement that the Company and such Selling Stockholder may have or make regarding the allocation of expenses between the Company and such Selling Stockholder.

Payment of Expenses. The Company and each Selling Stockholder agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and, except as set forth herein, the Selling Stockholder, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided, however, that the Company will be responsible for only 50% of the cost of any aircraft chartered in connection with the road show, with the other 50% to be paid by the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) any transfer taxes on the sale by the Company of the Offered Securities to the Underwriters, (vii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, investors and (Hviii) the fees and expenses disbursements of their counsel and Xxxxxx LLP. Each Selling Stockholder will pay any transfer taxes on the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale by such Selling Stockholder of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by Underwriters and all of their own expenses, including the fees and disbursements of their counsel other than Xxxxxx LLP. Except as provided herein, it is understood that the Underwriters will pay all of their own expenses, including the fees and disbursements of their counsel. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for the allocation of its obligations hereunderexpenses among themselves.

Payment of Expenses. The Company and TMM Holdings jointly and severally agree with the several Underwriters and the Selling Stockholders that the Company and TMM Holdings will pay all expenses incident to the performance of its the obligations of the Company or TMM Holdings, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority FINRA (“FINRA”if any) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review) with such costs review up to an amount not to exceed $15,00015,000 in the aggregate), (Ciii) fees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including one-half of the cost of any airplane chartered in connection with the “road show”, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all fees, (H) expenses and disbursements of any counsel to the Company and TMM Holdings for services performed in connection with the offering. It is understood that, except as provided in this Section 5 and Sections 8 and 10 below, the Underwriters will pay all of their own costs and expenses incurred in connection with the offering and the other transactions contemplated hereby, including fees and disbursements of their own counsel. It is further understood that the Selling Stockholders will pay all of their own costs and expenses incurred in connection with the offering and the other transactions contemplated hereby, including the fees and expenses disbursements of their own counsel and any transfer or other taxes payable on the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer sale of the Offered Securities through The Depository Trust Companyto be sold by them hereunder, except as provided in any separate agreement between the Company and (J) all other costs and expenses incident the Selling Stockholders relating to the performance by the Company allocation of its obligations hereunderexpenses among such parties.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including, including but not limited to, to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Credit Suisse designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000), (Ciii) costs and expenses incurred by the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the CompanyCompany including the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (Ev) fees, disbursements and expenses of Company’s counsel and counsel to the Selling Stockholders, (vi) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvii) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and (viii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Company of its obligations hereunder.