Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident relating to the performance of its obligations hereunder, including without limitation, following matters: (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issuance, sale, preparation and delivery Commission of the Shares Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any taxes payable in that connectionof them; (ii) the costs incident to the preparationprinting (or reproduction) and delivery (including postage, printing air freight charges and filing under the Securities Act charges for counting and packaging) of such copies of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including and all exhibitsamendments or supplements to any of them, amendments as may, in each case, be reasonably requested for use in connection with the offering and supplements thereto) and sale of the distribution thereofSecurities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s counsel accountants and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (ivincluding local and special counsel) for the Company; and (viix) shall in no event exceed $40,000 in all other costs and expenses incident to the aggregateperformance by the Company of its obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $40,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith with the road show by both the Company and the Underwriters, and that all lodging, commercial airfare and individual expenses of the Underwriters shall be split 50:50 with the responsibility of the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, provided, that, with respect to this clause (iv), if the Shares are “covered securities” under section 18(b) of the Securities Act, then the Company shall not be responsible for related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees, including the legal fees and filing fees and other disbursements of counsel to the Underwriters, incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith shall be split 50:50 with the road show by both the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. Except as provided in this Agreement, the NYSE; providedUnderwriters shall pay their own costs and expenses, however, that including the fees costs and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); provided, that the amount of such fees and disbursements of counsel for the Underwriters to be paid by the Company shall not exceed $2,500 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Capital Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of incurred by counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares and Warrant Shares on the NYSENYSE MKT; provided, however, that and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel counsel) incurred by the Underwriters in clauses (iv) connection with this Agreement and (vii) shall the offering contemplated hereby in no event an amount not to exceed $40,000 50,000 in the aggregate.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriter and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofexhibits thereto or any document incorporated by reference therein; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivd) the reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the registration or qualification fees and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum expenses (including the related fees and expenses of counsel for the Underwriters)Underwriter) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (viig) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)registrar and transfer agent of the Shares; and (viiih) all other costs and expenses of the Company incident to the Offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel, and the Company's independent accountants and the travel and other reasonable expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters”); and (ixi) all other costs and expenses and application fees related of the Underwriter incident to the listing performance of its obligations under this Agreement (including, without limitation, the fees and expenses of the Shares on the NYSEUnderwriter's counsel); provided, however, that the fees aggregate costs and expenses of counsel in clauses payable by the Company under this clause (iv) and (viii) shall in no event not exceed $40,000 in the aggregate30,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering byby FINRA, FINRA provided that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters)(vii) shall not exceed $30,000; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees Underwriters will pay all of the travel, lodging and other expenses of counsel the Underwriters or any of their employees incurred by them in clauses (iv) connection with the “road show”, and (vii) shall provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered in no event exceed $40,000 in the aggregateconnection with such road show.

Payment of Expenses. (a) Whether or not The Company shall, regardless of whether the transactions Offering contemplated by this Agreement are consummated and the Prospectus is consummated, be responsible for and shall pay all costs, fees and expenses incurred in connection with or this Agreement is terminatedincident to the proposed Offering, including, without limitation, (A) all expenses and taxes incident to the authorization, issuance, sale and delivery of the Shares to be sold by the Company to the Underwriters, (B) all expenses incident to the registration of the Shares under the Act, (C) all costs of preparing stock certificates, including printing and engraving costs, (D) all fees and expenses of the registrar and transfer agent of the Shares, (E) without limiting clause (A) above, all necessary, transfer and other stamp taxes in connection with the issuance and sale of the Shares to be sold by the Company to the Underwriters, (F) all fees and expenses of the Company's counsel, the Company's independent accountants and any other experts retained by or on behalf of the Company will pay in connection with the Offering, (G) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus, including all exhibits and financial statements, and all amendments and supplements provided for herein, including, without limitation, any post-effective amendments, the blue sky memoranda, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire and Power of Attorney, (H) the filing fees and expenses incurred by the Company or cause the Underwriters in connection with exemptions from qualifying or registering (or obtaining qualification or registration of) all or any part of the Shares for offer and sale and determination of eligibility for investment under the blue sky or other securities laws of such jurisdictions as the Underwriters may designate and incurred in connection with filings made with the NASD (including related fees and expenses of counsel to be paid the Underwriters not to exceed $7,500), (I) all travel and lodging fees and expenses incurred by or on behalf of officers and representatives of the Company in connection with presentations to prospective purchasers of the Shares, (J) all word processing charges, messenger and duplicating services, facsimile expenses and other customary expenses of the Company related to the proposed Offering, (K) the costs and expenses relating to preparation and delivery to the Underwriters of five closing binders, (L) all applicable listing or other fees relating to the Shares, including, without limitation, the fees relating to quotation of the Common Stock on the Nasdaq National Market and (M) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost and such Selling Stockholders of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSEtheir obligations under this Agreement; provided, however, that except as provided in this Section 6 and in Section 11, the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter for such Blue Sky Memorandum up to an aggregate of $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including provided that the related reimbursement obligation for such fees and expenses of counsel for the UnderwritersUnderwriter shall not exceed, in the aggregate, $20,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; it being understood that except as provided in this Section 12 or Section 9 hereof, except that the cost Underwriter will pay all of the travel, lodging and other expenses of the Underwriter or any of its employees incurred by it in connection with any “roadshow” presentation to potential investors and 50% of the costs of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters“road show” presentation; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Underwritten Securities and any taxes payable in that connection; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Statement and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiic) the costs of reproducing and distributing the Terms Agreement and the Underwritten Securities; (d) the fees and expenses of the Company’s 's counsel and independent accountants; (ive) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Underwritten Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $5,000); (vf) any fees charged by rating agencies for rating the Underwritten Securities; (g) the cost fees and expenses of preparing stock certificates; the Trustee and any paying agent (vi) the costs including related fees and charges expenses of any transfer agent counsel to such parties); and any registrar; (viih) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, FINRA (including the related fees and expenses National Association of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation Securities Dealers, Inc. up to potential investors, except that the cost a maximum of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided$10,000. It is understood, however, that that, except as provided in this Section, and Sections 7.8 and 8.1 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Underwritten Securities by them, and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters); (v) the cost of preparing stock certificates; certificates; (vi) the costs and charges of any transfer agent and any registrar; registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; investors; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; Nasdaq Market; provided, however, that the fees and expenses disbursements of counsel in for the Underwriter pursuant to clauses (iv) and (vii) shall in no event not exceed $40,000 in the aggregateaggregate $25,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including without limitation, those in connection with (i) the costs incident to the authorizationpreparing, issuanceprinting, saleduplicating, preparation filing and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of distributing the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package as originally filed and the Prospectus all amendments thereof (including all exhibitsexhibits thereto), any preliminary prospectus, the Prospectus and any amendments and or supplements thereto) and the distribution thereof; thereto (iii) the including, without limitation, fees and expenses of the Company’s counsel 's accountants and independent accountants; counsel), the underwriting documents (ivincluding this Agreement, the Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the reasonable fees issuance, transfer and expenses incurred in connection with delivery of the registration Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws Blue Sky laws, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters and such counsel's disbursements in relation thereto, (iv) listing of the Shares on the New York Stock Exchange, (v) filing fees of the cost Commission and the National Association of preparing stock certificatesSecurities Dealers, Inc.; (vi) the costs cost of printing certificates representing the Shares; (vii) the cost and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); or registrar and (viii) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters with respect to the Reserved Share program, incurred by the Company Underwriters in connection with any “road show” presentation to potential investorsthe Reserved Share program, except that the cost of any aircraft and stamp duties, similar taxes or duties or other transportation chartered taxes, if any, incurred by the Underwriters in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateReserved Share program.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection (other than, for the avoidance of doubt, taxes incident to the resale of the Shares by the Underwriters); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an aggregate amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable fees and expenses of counsel for the Underwriters)Underwriters related to such filings) in an aggregate amount not to exceed $35,000; and (viiiix) all expenses incurred by the Company in connection with any “road show” show presentation to potential investors, except provided, however, that the Underwriters will pay all of the travel and lodging expenses of the Underwriters or any of their employees as incurred by them in connection with the road show, and provided, further that the Company and the Underwriters will each pay 50% of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; any road show and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Each of the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including Initial Guarantors, jointly and severally, agrees to pay all exhibitscosts, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with (i) the registration preparation of the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (ii) the issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Initial Purchasers, (iii) the producing, word processing and/or printing of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Securities and the Exchange Securities, as well as any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (iv) the qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum law (including the related legal fees and expenses filing fees and other disbursements of counsel for the Underwriters); Initial Purchasers) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Initial Purchasers, (v) the cost performance of preparing stock certificates; their obligations under the Registration Rights Agreement, (vi) the costs fees and charges disbursements of any transfer agent and any registrar; the Trustee, (vii) all the approval of the Securities by DTC for “book-entry” transfer, (viii) the rating of the Securities or the Exchange Securities, (ix) the costs and expenses and application fees incurred of the Company relating to presentations or meetings undertaken in connection with any filing with, and clearance the marketing of the offering byand sale of the Securities to prospective investors and the Initial Purchasers’ sales forces, FINRA (including including, without limitation, out of pocket expenses associated with the related fees production of road show slides and expenses of counsel for the Underwriters); graphics, travel, lodging and (viii) all other expenses incurred by the Company in connection with any “road show” presentation to potential investorsofficers of the Company, except that and the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; road show, and (ixx) all expenses and application fees related to the listing performance of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateCompany’s other obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that investors (other than as set forth in the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwritersnext sentence); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNASDAQ Market. The Underwriters shall pay all of their own costs and expenses, howeverincluding fees of their counsel, that the fees travel and lodging expenses of counsel their representatives and 50% of the costs of any aircraft chartered in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnection with any “road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Transaction Entities will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitationall costs and expenses of the Transaction Entities in connection with the Contribution Transactions, (i) and all the costs incident to and expenses in connection with the authorization, issuance, sale, preparation and delivery offering of the Offered Shares including but not limited to (A) any filing fees and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus other expenses (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of counsel to the Company’s counsel and independent accountants; Underwriters set forth in section (ivC) the reasonable fees and expenses below) incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Shares for sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Representative designates and the preparationpreparation and printing of blue sky surveys or legal investment surveys relating thereto, printing (B) costs and distribution expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of a Blue Sky Memorandum the Offered Shares (including filing fees and the related fees and expenses of counsel for the UnderwritersUnderwriters relating to such review); , (vC) up to and including $225,000 in the cost aggregate of preparing stock certificates; (vi) the costs and charges expenses of any transfer agent and any registrar; (vii) all expenses and application fees legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares, (D) costs and expenses of the Company relating to investor presentations and any filing withroad show in connection with the offering and sale of the Offered Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, (E) all actually and reasonably incurred costs and expenses of the Underwriters relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (F) the fees and expenses incident to listing the Offered Shares on the NYSE MKT, (G) the fees and expenses in connection with the registration of the Offered Shares under the Exchange Act, (H) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, (I) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and clearance (J) 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 offering by, FINRA Offered Shares. The foregoing payment by the Company to the Underwriters in this paragraph (ix) is limited to up to $350,000 in the aggregate (including the related up to $225,000 in fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel Underwriters set forth in clauses section (ivC) and (vii) shall in no event exceed $40,000 in the aggregateabove).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay (directly or cause by reimbursement) the following costs, fees and expenses and all other costs, fees and expenses incident to be the performance of the obligations of the Company under this Agreement: (i) all expenses and taxes incident to the issuance and delivery of the Stock to the Representatives; (ii) all expenses incident to the registration of the Stock under the Securities Act; (iii) the costs of preparing stock certificates (including printing and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses of the Company's counsel and the Company's independent accountants; (vii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preeffective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein and the Blue Sky memoranda and this Agreement; (viii) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or any part of the Stock for offer and sale under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate; (ix) all fees and expenses paid or incurred in connection with filings made with the NASD; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred 's obligations hereunder which are not otherwise specifically provided for in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatethis Section.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters, which fees and expenses shall not exceed $10,000 in the aggregate); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on Nasdaq. It is understood that, subject to this Section 11(a) and Section 11(b) below, the NYSE; providedUnderwriters will pay all of their costs and expenses, however, that the including fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses in an amount not to exceed $40,000 incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters related thereto); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees in an amount not to exceed $50,000 incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) 50% of all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that including the cost third party costs of any private aircraft incurred by or other transportation chartered on behalf of the Company in connection therewith with such road show, with the Underwriters responsible for the remaining 50% of such expenses; provided, that each party shall pay all of the travel and lodging expenses incurred by them in connection with such road show (other than the third party costs of any private aircraft, which shall be split 50:50 paid for in accordance with the Underwriters; foregoing provisions of this clause (viii)), and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement becomes effective as to all of its provisions or is terminated, the Company will agrees to pay or cause to be paid (i) all costs, fees and expenses (other than legal fees and disbursements of counsel for the Underwriters and the expenses incurred by the Underwriters) incurred in connection with the performance of the Company’s obligations hereunder, including, without limiting the generality of the foregoing, all fees and expenses of legal counsel for the Company and of the Company’s independent accountants, all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable incurred in that connection; (ii) the costs incident to connection with the preparation, printing printing, filing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibitsdocuments incorporated by reference therein, exhibits and financial statements) and all amendments and supplements thereto) provided for herein and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors, compliance with the rules and regulations of The Nasdaq Stock Market, with this Agreement, and the distribution thereofPricing Agreement and, if applicable, the Blue Sky Memorandum, (ii) all costs, fees and expenses (including legal fees and disbursements of its counsel and up to $10,000 of such fees and expenses for counsel for the Underwriters) incurred in connection with clearance of the offering of the Shares with FINRA and, if the Common Stock ceases to be a “covered security” within the meaning of Section 18 of the 1933 Act, qualifying or registering all or any part of the Shares for offer and sale under blue sky laws; and (iii) the all fees and expenses of the Company’s counsel transfer agent, printing of the certificates for the Shares and independent accountants; (iv) all transfer taxes, if any, with respect to the reasonable fees sale and expenses incurred in connection with the registration or qualification and determination of eligibility for investment delivery of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateseveral Underwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters)Underwriters not to exceed $25,000; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, except that (A) the cost Company and the Underwriters will each bear 50% of the costs associated with any aircraft or other transportation chartered in connection therewith shall be split 50:50 used and (B) the Company and the Underwriters will each pay their own costs associated with the Underwritershotel accommodations); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to an aggregate of $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to an aggregate of $20,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except it being understood and agreed that the cost Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” and the Underwriters shall pay 50% of the costs of any aircraft or other transportation chartered in connection therewith with the “road show,” the other 50% of which shall be split 50:50 with paid by the UnderwritersCompany; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNASDAQ Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including including, without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the Preliminary Prospectusas originally filed and as amended, any Issuer Free Writing Prospectus, any Pricing Disclosure Package preliminary prospectus supplements and the Prospectus (including all exhibits, and any amendments and or supplements thereto) , and the cost of furnishing copies thereof to the Underwriters, (b) the printing and distribution thereof; of this Agreement, any agreement among Underwriters, the Indenture, and such other documents as may be required in connection with the offering purchase, sale and delivery of the Securities, (iiic) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (d) the fees and disbursements of the Company's counsel and accountants, (e) the qualification of the Securities under the applicable securities laws, (f) any fees charged by rating agencies for rating the Securities, (g) the reasonable fees and disbursements of counsel in connection with the Blue Sky survey and (h) the fees and expenses of the Company’s Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Indenture and independent accountants; (iv) the Securities. If this Agreement is terminated by you in accordance with the provisions of Section 5 or Section 10(a)(i), the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees , incurred by them in connection with any filing with, and clearance the public offering of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateSecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that, except that as provided in Sections 7 or 11(b), the cost of any aircraft or other transportation chartered in connection therewith Underwriters shall be split 50:50 with pay their own costs and expenses, including the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees costs and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether The Company will pay, or reimburse if paid by the Representative, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the entry into and performance under this Agreement by the Company, and without limiting the generality of its obligations hereunderthe foregoing, including without limitation, all costs and expenses incident to (i) the costs incident to the authorization, issuance, salepurchase, preparation sale and delivery of the Shares and any taxes payable in that connection; to the Underwriters, (ii) the costs incident to registration of the preparationShares and preparing, printing and shipping the Registration Statement and the underwriting documents, (iii) the filing under fees of the Securities Act Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including fees for American Stock Exchange) and state securities and “Blue Sky” commissioners and authorities in connection with the Registration Statement and this Agreement, and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with state securities or “Blue Sky” matters and review by FINRA, (iv) the fees and disbursements of counsel and accountants for the Company, (v) the furnishing to the Representative and, to the extent requested, the other Underwriters of copies of the Registration Statement, the Preliminary Prospectusany preliminary prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package the Prospectus, this Agreement, the Blue Sky survey (preliminary and final), and of the Prospectus documents required by paragraphs (including all exhibitsb), amendments and supplements thereto(c), (d) and the distribution thereof; (iiie) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination Section 6.1, to be so furnished, including costs of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationpreparing, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; shipment, (vi) the costs preparation, printing, mailing, delivery, filing and charges distribution by the Company of any transfer agent all supplements and any registrar; amendments to the Prospectus required by paragraph (e) of Section 6.1, (vii) the furnishing to the Representative and the other Underwriters of all expenses reports and application fees incurred in connection with any filing withfinancial statements required by paragraphs (f) and (g) of Section 6.1, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) the holding of informational meetings related to the offer and sale of the Shares and all expenses incurred by the Company in connection with any “other road show” presentation to potential investorsshow expenses, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all advertising costs and expenses and application fees related to the listing offer and sale of the Shares, including publishing a “tombstone” advertisement in the national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company shall at the Initial Closing Date pay to the Representative a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Primary Shares. If the sale of the Shares on to the NYSE; providedseveral Underwriters pursuant to this Agreement is not consummated for any reason, howeverother than as specified in Section 9, that the Company will reimburse the several Underwriters for all of their out-of-pocket expenses (including reasonable fees and expenses of counsel counsel) incurred by the Underwriters in clauses (iv) and (vii) shall connection with this Agreement or in no event exceed $40,000 in investigating, preparing to market or marketing the aggregateShares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) the cost of preparing any stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related FINRA; provided, however, that such fees and expenses of counsel for the Underwriters)shall not exceed $25,000, excluding filing fees; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except provided, however, that the Company shall pay its pro rata share (based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Company in connection with any road show presentation, on the one hand, and by representatives and officers of the Underwriters, on the other hand) of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp, transfer, documentary, filing, recording or similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses (up to a maximum of $50,000) incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter not to exceed $50,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viiiix) all expenses incurred by of the Company incurred in connection with any “road show” presentation to potential investors, except investors (provided that the cost of any all expenses related to chartered aircraft or other transportation chartered in connection therewith with the “Roadshow” shall be split 50:50 50%-50% by the Company and the Underwriter and all lodging, commercial airfare and individual expenses of the Underwriter shall be the responsibility of the Underwriter); provided that, except as provided in this Section 12, the Underwriter shall pay its own costs and expenses, any advertising expenses connected with any offers it may make and any fees and disbursements of its counsel and travel and lodging expenses of the Underwriters; and Underwriter (except as set forth in clause (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateabove).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of incurred by counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares and Warrant Shares on the NYSENasdaq Capital Market; provided, however, that and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel counsel) incurred by the Underwriters in clauses (iv) connection with this Agreement and (vii) shall the offering contemplated hereby in no event an amount not to exceed $40,000 100,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and JEH LLC, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable fees and expenses of Underwriters’ counsel for the Underwritersin an amount not to exceed $15,000); and (viiiix) all costs and expenses incurred by of the officers and employees of the Company in connection with and JEH LLC and any other expenses of the Company and JEH LLC relating to any investor “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered presentations in connection therewith shall be split 50:50 with the Underwritersoffering and sale of the Shares, including, without limitation, any travel expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; providedExchange. It is understood, however, that except as provided in this Section and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents and the costs attributable to creating and perfecting the security interest in the Collateral as contemplated by the Security Documents (including the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP in connection therewith); (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersInitial Purchasers); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA (including the related fees and expenses of counsel Securities for the Underwriters)book-entry transfer by DTC; and (viiiix) all expenses incurred directly by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or investors (other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all than travel expenses and application fees related to the listing of the Shares on the NYSE; providedInitial Purchasers, it being understood, however, that 50% of the fees cost associated with any chartered aircraft will be paid by each of the Company and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateInitial Purchasers).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable reasonably incurred fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates, if applicable; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees and reasonably incurred fees and expenses of counsel for the Underwriters incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related such fees and expenses disbursements of counsel for the UnderwritersUnderwriters pursuant to this clause (viii) not to exceed $50,000); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except provided however, that the cost Underwriters shall be responsible for 50% of the costs of any private aircraft or other transportation chartered incurred in connection therewith shall be split 50:50 with the Underwritersroadshow; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related FINRA; provided, however, that such fees and expenses of counsel for the Underwriters)shall not exceed $25,000, excluding filing fees; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except provided, however, that the Company shall pay its pro rata share (based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Company in connection with any road show presentation, on the one hand, and by representatives and officers of the Underwriters, on the other hand) of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that Nasdaq. Except as expressly provided in Section 8 and above in this Section 12(a) (and except as otherwise agreed between the fees Company and any Selling Stockholder with respect to expenses of counsel in clauses (iv) a Selling Stockholder), the Underwriters and (vii) shall in no event exceed $40,000 in the aggregateSelling Stockholders will severally pay all of their respective costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any applicable taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiiiv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the UnderwritersUnderwriters (in an amount not to exceed $10,000)); (vvi) the cost of preparing stock share certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the reasonable related fees and expenses of counsel for the UnderwritersUnderwriters (in an amount not to exceed $30,000)); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors undertaken in connection with the marketing of the offering of the Shares, except that including 50% of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwritersroad show; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, the Indenture, the Securities and any other documents to be delivered in connection with the closing of the offering of the Securities; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $15,000); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including ix) the related fees and expenses incurred with respect to any listing of counsel for the Underwriters)Securities; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including without limitation, those in connection with (i) the costs incident to the authorizationpreparing, issuanceprinting, saleduplicating, preparation filing and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of distributing the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package as originally filed and the Prospectus all amendments thereof (including all exhibitsexhibits thereto), any preliminary prospectus, the Prospectus and any amendments and or supplements thereto) and the distribution thereof; thereto (iii) the including, without limitation, fees and expenses of the Company’s counsel 's accountants and independent accountants; counsel), the underwriting documents (ivincluding this Agreement, the Master Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the reasonable fees issuance, transfer and expenses incurred in connection with delivery of the registration Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky Blue Sky laws or regulations, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the National Association of Securities Dealers Automated Quotation National Market System, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc., (vi) the cost of preparing stock certificates; printing certificates representing the Shares, (vivii) the costs cost and charges of any transfer agent or registrar for the Shares and any registrar; (viiviii) all costs and expenses and application fees incurred in connection with any filing with, and clearance of the offering byUnderwriters, FINRA (including the related fees and expenses disbursements of counsel for the Underwriters); and (viii) all expenses incurred , in connection with matters related to the Directed Shares which are designated by the Company in connection with any “road show” presentation for sale to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateDirected Share Purchasers.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided, however, that the related amounts payable by the Company for the fees and expenses disbursements of counsel for to the Underwriters)Underwriters pursuant to subsections (iv) and (vii) shall not exceed $30,000 in the aggregate; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSEExchange; providedand (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is further understood, however, that except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses of counsel connected with any offers they may make and lodging expenses incurred by them in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnection with any road show, as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the Financial Industry Regulatory Authority; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the fees and expenses of the Company’s counsel and independent accountants; , (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); , (v) the cost of preparing stock certificates; , if any, representing the Shares, (vi) the costs and charges of any transfer agent and any registrar; , (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $10,000); and , (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; investors and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. The Company hereby agrees to pay all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (ai) Whether the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or not post effective amendments or supplements thereto, and the transactions contemplated by printing and mailing of this Agreement are consummated and related documents, including the cost of all copies thereof and any amendments thereof or this Agreement is terminatedsupplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per person (in the case of U.S. jurisdiction) or $5,000 (in the case of non-US jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Company will pay Ordinary Shares and the Warrants included in the Units, including any transfer or cause other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters (not to be paid all exceed $25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) all of the expenses associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the request of the Company; and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), including then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for to the Underwriters); Representative related to FINRA matters, subject to the limitations in clause (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatethis Section 3.10.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares Underlying Securities on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and Carnival plc jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in connection therewith (including any amount paid in respect of value added tax (“VAT”), except to the extent that connectionthe Underwriter determines that it is able to obtain a credit or timely repayment of such VAT by way of VAT input tax or similar mechanism); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (viivi) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)in an aggregate amount not to exceed $15,000; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixvii) all expenses and application fees related to the listing of the Shares on the NYSE; providedExchange. Subject to this Section 11(a) and Section 11(b) and any reimbursement arrangement between the Company, howeverCarnival plc and the Underwriter, that the Underwriter shall pay the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateits own counsel.

Payment of Expenses. (a) a. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related provided, however, that such fees and expenses shall not exceed $10,000 without the prior written consent of counsel for the UnderwritersCompany); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for to the UnderwritersUnderwriters up to $35,000); and (viii) all expenses travel (including 50% of chartered aircraft expenses), meal and lodging costs for Company employees incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Global Market. It is understood and agreed that except as provided in Section 7 and this Section 11, howeverthe Underwriters shall pay all of their costs and expenses incurred in connection with this Agreement and the offering contemplated hereby, that the including fees and disbursements of their counsel, stock transfer taxes payable on their resale of any of the Shares, travel (including 50% of chartered aircraft expenses), meal and lodging costs and other expenses of counsel the Representatives incurred in clauses (iv) connection with any “road show” presentation to potential investors, and (vii) shall any advertising expenses in no event exceed $40,000 in the aggregateconnection with any offers made.

Payment of Expenses. (a) Whether or not As between the transactions contemplated by this Agreement are consummated or this Agreement is terminatedDepositor and the Underwriters, the Company will Depositor agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Underwriting Agreement, including without limitation, limitation those relating to: (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Certificates and any taxes payable in that connectionconnection therewith; (iib) a portion of the costs incident fees previously paid to the preparation, printing and Commission with respect to the filing under the Securities Act of the Registration StatementStatement 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, in each case, exhibits), the Preliminary Prospectus, Disclosure Documents and Prospectus and any Issuer Free Writing Prospectus, any Pricing Disclosure Package and amendment or supplement to the Prospectus (including the Disclosure Documents) or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Underwriting Agreement; (iiid) the costs of reproducing and distributing this Underwriting Agreement; (e) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Certificates under the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section 5(h), if necessary, hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum blue sky memorandum (including the related fees and expenses of counsel for to the Underwriters); (vf) any fees charged by securities rating services for rating the cost of preparing stock certificatesCertificates; and (vig) the all other costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance incident to the performance of the offering by, FINRA obligations of the Depositor (including the related fees costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 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 Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and reasonable expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters(vii) shall not exceed $35,000 (excluding filing fees); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith shall be split 50:50 with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this subsection (including vii) and for the related fees and expenses of counsel for pursuant to subjection (iv) shall not exceed $35,000 in the Underwriters)aggregate; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including, except that without limitation, any travel expense of the cost Company’s officers and employees and any other expense of any the Company, including 50% of the costs of chartering aircraft or other transportation chartered in connection therewith shall be split 50:50 with any “road show” (it being understood that the UnderwritersUnderwriters will pay the other 50% of the costs of chartering aircraft or other transportation in connection with any “road show”); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq. It is understood, however, that except as provided in this Section 11, Section 7 and the last sentence of Section 10(c), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses of counsel connected with an offers they may make and lodging expenses incurred by them in clauses (iv) connection with any “road show” and (vii) shall in no event exceed $40,000 in the aggregateany testing-the-waters meetings, as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to $35,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, except however, that the cost Underwriters shall be responsible for 50% of the third party costs of any private aircraft or other transportation chartered incurred in connection therewith shall be split 50:50 with the Underwriterssuch roadshow; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; investors and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Global Market. Except as provided in this Section 11 or in Section 7, howeverthe Underwriters shall pay their own expenses, that including the fees and expenses disbursements of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)) not exceeding $10,000 in the aggregate; (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees and reasonable expenses incurred in connection with any filing with, and clearance of the offering by, FINRA the National Association of Securities Dealers, Inc.; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except investors (provided that the cost costs of any aircraft or other transportation chartered the private air transportation, if any, used in connection therewith with any “road show” presentation shall be split 50:50 with borne one-half by the Company and one-half by the Underwriters); and (ixx) all expenses and application fees related to the listing quotation of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq National Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters, which fees and expenses shall not exceed $10,000 in the aggregate); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQ. It is understood that, subject to this Section 11(a) and Section 11(b) below, the NYSE; providedUnderwriters will pay all of their costs and expenses, however, that the including fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatetheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement and the closing documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses National Association of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsSecurities Dealers, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the UnderwritersInc.; and (ix) all expenses and application fees related to the listing of the Shares on the NYSEExchange; provided, however, that that, except as provided in Section 9 or Section 13(b), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Rights and New Shares, the listing thereof and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, translation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Offering Documents (including any amendment or supplement thereto) or any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the filing fees, if any, incurred in connection with the review and qualification of the offering of the New Shares by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (v) the fees and expenses of the Company’s counsel and independent accountants; (ivvi) the reasonable fees and expenses incurred in connection with the registration or qualification of any centralizing and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum settlement agents (including the related fees and expenses of any counsel for the Underwritersto such parties); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including Rights and the related fees New Shares for book-entry transfer by the European Clearing Systems and expenses of counsel for the Underwriters)DTC; and (viii) all expenses incurred by the Company and the Representatives in connection with any “road show” presentation to potential investors, except that ; (ix) the cost fees and expenses of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with legal counsel to the Underwriters; and (ixx) any and all out-of-pocket expenses and application fees related incurred by the Representatives (including in connection with DealaxisBookbuilder). The expenses to be reimbursed to the listing Representatives will be paid by the Company within 20 Business Days from receipt in each case of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatea proper invoice.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp, registration and similar transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $25,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwritersin an amount not to exceed $30,000 (excluding filing fees)); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith shall be split 50:50 with the road show by the Company and the Underwriters) ; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not The Partnership agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriter that the Company Partnership will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Partnership under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Companyreasonable attorney’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred by the Partnership or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or qualification and determination of eligibility for investment any part of the Shares Offered Securities for offer and sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Underwriter designates and the preparationpreparation and printing of memoranda relating thereto, printing (ii) the filing fees and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred Underwriter, including but not limited to, in connection with any filing with, the FINRA’s review and clearance approval of the Underwriter’s participation in the offering byand distribution of the Offered Securities, FINRA (including the related fees iii) costs and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with relating to investor presentations or any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; offering and (ix) all expenses and application fees related to the listing sale of the Shares on Offered Securities including, without limitation, any travel expenses of the NYSE; providedPartnership Parties’ officers and employees, however, that the (iv) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (v) fees and expenses in connection with the registration of counsel in clauses (iv) the Offered Securities under the Exchange Act, and (viivi) shall expenses incurred in no event exceed $40,000 distributing each preliminary prospectus distributed to investors and potential purchasers, each Statutory Prospectus, and the Final Prospectus (in each case, including any amendments and supplements thereto) to the aggregateUnderwriter and in each case expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.

Payment of Expenses. (a) Whether or not the transactions contemplated Conversion is completed or the sale and issuance of the Shares by this Agreement are consummated or this Agreement the Company is terminatedconsummated, the Company HF Parties will pay or cause to be paid for all costs and their expenses incident to the performance of its obligations hereunderthis Agreement customarily borne by issuers, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Shares and any taxes payable in that connectionApplications; (iib) the costs incident to the preparation, printing printing, filing, delivery and filing under the Securities Act mailing of the Registration Statement, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and all documents related to the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofOffering; (iiic) the all fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the preparation of the Information Statement and the solicitation of Voting Member approval of the Plan; (d) all filing fees and expenses in connection with the qualification or registration or qualification and determination of eligibility for investment of the Shares for offer and sale by the Company under the state or foreign securities or blue sky laws laws, including without limitation filing fees, reasonable legal fees and disbursements of such jurisdictions as counsel in connection therewith, and in connection with the Representatives may designate preparation of the Blue Sky Memorandum; (e) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5310; (f) fees and expenses related to the preparationpreparation of the Appraisal; (g) fees and expenses related to auditing and accounting services; (h) expenses relating to advertising, printing temporary personnel, investor meetings and stock information center; (i) transfer agent fees and costs of preparation and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; and (vij) any fees or expenses associated with listing on NASDAQ. In the costs and charges event that the Agent incurs any expenses on behalf of any transfer agent and any registrar; (vii) all the HF Parties, the HF Parties will pay or reimburse the Agent for such expenses and application fees incurred in connection with any filing withregardless of whether the Conversion is successfully completed, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall such reimbursements will not be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 included in the aggregateexpense limitations set forth in Section 4 above.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the National Association of Securities Dealers, Inc.; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as otherwise provided herein, except that the cost Underwriters will pay all of any aircraft or other transportation chartered their own costs and expenses in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedtransactions contemplated hereby, howeverincluding, that without limitation, the fees and expenses of their counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in transfer taxes, if any, on the aggregateresale of the Securities by them.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $30,000 without the prior written consent of the Company when taken together with the amount incurred in connection with clause (vii) below); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, in an amount not to exceed $30,000 (including exclusive of filing fees) without the related fees and expenses prior written consent of counsel for the Underwriters)Company when taken together with the amount incurred in connection with clause (iv) above; and (viii) all documented expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stock transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided, however, that the related amounts payable by the Company for the fees and expenses disbursements of counsel for to the Underwriters)Underwriters pursuant to subsections (iv) and (vii) shall not exceed $40,000 in the aggregate; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however that the Company shall only pay 50% of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with (the remaining 50% of the cost of such aircraft or other transportation paid by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Market. Except to the extent otherwise provided in this Section 11 or Section 7, howeverthe Underwriters will pay all of their costs and expenses, that the including fees and expenses of counsel their counsel, stock transfer taxes payable on resale of any of the Shares held by them, and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnection with any “road show,” as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by in ------------------- this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including without limitation, those in connection with (i) the costs incident to the authorizationpreparing, issuanceprinting, saleduplicating, preparation filing and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of distributing the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package as originally filed and the Prospectus all amendments thereof (including all exhibitsexhibits thereto), any preliminary prospectus, the Prospectus and any amendments and or supplements thereto) and the distribution thereof; thereto (iii) the including, without limitation, fees and expenses of the Company’s counsel 's accountants and independent accountants; counsel), the underwriting documents and all other documents related to the public offering of the Shares (ivincluding those supplied to the Underwriters in quantities as hereinabove stated), (ii) the reasonable fees issuance, transfer and expenses incurred in connection with delivery of the registration Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws Blue Sky laws, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Underwriters and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the Nasdaq National Market system, (v) filing fees of the Commission and the NASD, (vi) the cost of preparing stock certificates; printing certificates representing the Shares, (vivii) the costs cost and charges of any transfer agent or registrar for the Shares and any registrar; (viiviii) all cash and expenses and application fees incurred in connection with any filing with, and clearance of the offering byUnderwriters, FINRA (including the related fees and expenses disbursements of counsel for the Underwriters); and (viii) all expenses incurred , in connection with the Directed Shares which are designed by the Company in connection with any “road show” presentation for sale to potential investors, except that certain employees of and certain persons designated by the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateCompany.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters; provided, that such fees and expenses shall not exceed $10,000 in the aggregate); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that investors (other than as set forth in the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwritersnext sentence); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Market. The Underwriters shall pay all of their own costs and expenses, howeverincluding fees of their counsel, that the fees travel and lodging expenses of counsel their representatives and 50% of the costs of any aircraft chartered in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnection with any “road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Partnership will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the fees and expenses of the CompanyPartnership’s counsel and independent accountants; , (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); , (v) the cost of preparing stock certificates; , if any, representing the Units, (vi) the costs and charges of any transfer agent and any registrar; , (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $10,000); and , (viii) all expenses incurred by the Company Partnership in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; investors and (ix) all expenses and application fees related to the listing of the Shares Units on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $5,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related documented fees and expenses of counsel for the Underwriters, in an amount not to exceed $35,000 (excluding filing fees)); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith with the road show by the Company and the Underwriters, and all lodging, commercial airfare and individual expenses of the Underwriters shall be split 50:50 with the responsibility of the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (viivi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $15,000); and (viiivii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” (provided that the Underwriters and the Company shall each pay 50% of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters“road show”); and (ixviii) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateThe Nasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to an aggregate amount of $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that (A) the Company, on the one hand, and the Underwriters, on the other hand, will share equally the cost of any aircraft or other transportation chartered for both the Company and the Underwriters in connection therewith with the “road show” and (B) the lodging and incidental expenses of employees of the Underwriters shall be split 50:50 with the Underwriters; responsibility of the Underwriters and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; providedExchange. Except as explicitly provided in this Section 11(a), howeverSection 11(b) and Section 7, that the Underwriters shall pay their own expenses, including the fees and expenses disbursements of their counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateother advisors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except ; provided that the cost of any aircraft expenses or other transportation costs associated with any chartered plane used in connection therewith with any road show or any testing-the-waters meetings shall be split 50:50 with paid 50% by the Company and 50% by the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSEExchange; provided, however, that the fees and expenses of counsel in amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 11(a) shall in no event not exceed $40,000 35,000 in the aggregateaggregate for fees and expenses of counsel to the Underwriters; and (xi) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is, however, understood that except as provided in this Section 11 or Section 7 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by the costs and charges of any transfer agent and any registrarrating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses of counsel in clauses (ivother than with respect to any road show presentation) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s Company Parties’ counsel, the Selling Stockholders’ counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonably incurred fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $25,000); and (viii) all expenses incurred by the Company Parties in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by the costs and charges of any transfer agent and any registrarrating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the Financial Industry Regulatory Authority; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Underlying Shares on the NYSEExchange; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses of counsel in clauses (ivother than with respect to any road show presentation) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, and the delivering of copies thereof to the Agent; (ii) costs incident to the preparation, and delivery of this Sales Agreement or any Terms Agreement, any Blue Sky (including related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the NYSE; (vi) the cost of preparing the Shares, any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agent; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the fees and disbursements of the Company’s counsel and accountants; and (ix) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedthis Section 5. It is understood, however, that that, except as provided in this Section 5, Section 7 and Section 9 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers it may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the United States state or foreign non-United States securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)) if such fees and expenses are required to be incurred; (v) the cost of preparing stock share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including all related legal fees such legal fees not to exceed $40,000 in the related fees and expenses of counsel for the Underwriters)aggregate; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except investors (provided that the cost of any aircraft or other transportation chartered in connection therewith for the road show shall be split 50:50 with born fifty percent (50%) by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateThe New York Stock Exchange.

Payment of Expenses. Each of you agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Designated Notes and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities 1933 Act of the Registration StatementStatement 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, in each case, exhibits), the Preliminary Base Prospectus, the Final Prospectus, any Issuer Free Writing Prospectusamendment or supplement to the Base Prospectus or any document incorporated by reference therein, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Designated Notes under the securities laws of the several jurisdictions as provided in Section 4(g) hereof and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of your counsel); (f) any fees charged by securities rating services for rating the Designated Notes; (g) any fees and expenses of your counsel, the Trustee, the Trustee’s counsel and the Sponsor’s and the Company’s counsel and independent accountantsincurred in connection with the transactions described herein; (ivh) any fees and expenses associated with registering the reasonable Designated Notes with The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System; (i) any fees and expenses incurred in connection with either of your or Insurer’s due diligence associated with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationtransactions described herein, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) but not limited to the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, re-underwriting and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)appraisal services performed by third parties; and (viiij) all other costs and expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related incident to the listing performance of the Shares on obligations of the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateCompany.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including the chartering of airplanes (for the sake of clarity, except that the cost Company and the Underwriters shall each bear 50% of the costs associated with each leg of any journey by chartered aircraft or other transportation chartered used in connection therewith shall be split 50:50 with the Underwritersroad show); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Market. It is further understood that each Selling Stockholder will pay all of their own costs and expenses, however, that including the fees of their respective counsel and stock transfer taxes on the sale of their shares, except as provided in any separate agreement relating to the allocation of payment of expenses of counsel in clauses (iv) between the Company, on the one hand, and (vii) shall in no event exceed $40,000 in the aggregateSelling Stockholders, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and out-of-pocket expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided that the related costs and fees and expenses of counsel for the Underwriters); described in clauses (v) and (viii) shall not exceed $50,000; (ix) all expenses (other than air travel expenses) incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost ; (x) one-half of any aircraft or other transportation chartered all air travel expenses in connection therewith shall be split 50:50 with the Underwriters; any “road show” presentation to potential investors, and (ixxi) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSENasdaq Capital Market; provided, however, that and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel counsel) incurred by the Underwriters in clauses (iv) connection with this Agreement and (vii) shall the offering contemplated hereby in no event an amount not to exceed $40,000 50,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, the Preliminary Prospectusexhibits, any schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, any Pricing Disclosure Package the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the documents relating to this offering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (v) the cost of preparing stock certificates; (vi) the costs cost of printing and charges delivering to, or as requested by, the Underwriter copies of any transfer agent the New York Stock Exchange Supplemental Listing Application, the Blue Sky Survey and any registrarsupplements or amendments thereto; (vii) all expenses and application fees incurred in connection with any the filing with, and clearance of the offering by, FINRA (including the related fees and expenses (including up to $20,000 of counsel for legal fees and disbursements) incident to securing any required review by the Underwriters)FINRA of the terms of the sale of the Shares; and (viii) the listing fee payable to the New York Stock Exchange; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; investors and (ixx) all other fees, costs and expenses and application fees related referred to the listing in Item 14 of Part II of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateRegistration Statement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, the Power of Attorney and the Custody Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the National Association of Securities Dealers, Inc.; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Global Market. It is understood, however, that except as provided in this Section and Section 9 hereto, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses of counsel connected with any offers they may make. Furthermore, all expenses associated with chartering any aircraft in clauses (iv) connection with the offering shall be borne 50% by the Company and (vii) shall in no event exceed $40,000 in 50% by the aggregateUnderwriters.

Payment of Expenses. The Company agrees with the Placement Agents to pay (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Stock to the Purchasers and any taxes payable in that connection; (iib) the costs incident to the Registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary ProspectusBase Prospectus and Prospectus Supplement and any amendments and exhibits thereto or any document incorporated by reference therein, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibitscosts of printing, amendments reproducing and supplements thereto) and the distribution thereofdistributing, this Agreement by mail, telex or other means of communication; (iiid) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vPlacement Agents) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with filings, if any, made with the NASD, if applicable not to exceed $10,000; (e) any filing with, applicable listing or other similar fees; (f) the fees and clearance expenses of qualifying the Stock under the securities laws of the offering byseveral jurisdictions as provided in Section 4(f) and of preparing, FINRA printing and distributing Blue Sky Memoranda (including the related fees and expenses of counsel for to the UnderwritersPlacement Agents); and (viiig) all fees and expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on registrar and transfer agent of the NYSEStock; provided, however, that (h) fifty percent (50%) of the fees and expenses of counsel in clauses (iv) the Placement Agents' legal counsel; and (viii) shall all other costs and expenses incident to the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants and the travel and other expenses incurred by Company personnel in no event exceed $40,000 in connection with any "roadshow" including, without limitation, any expenses advanced by the aggregatePlacement Agents on the Company's behalf (which will be promptly reimbursed)).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the costs and charges of any transfer agent and any registrar; (v) the fees and expenses of the Company’s counsel and independent accountants; (ivvi) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters, combined with those in clause (viii) below, not to exceed $7,500); (vvii) any fees charged by rating agencies for rating the cost of preparing stock certificatesShares; (vi) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the Financial Industry Regulatory Authority (including the reasonable related fees and expenses of counsel for the Underwriters, combined with those in clause (vi) above, not to exceed $7,500); (ix) all costs and expenses incident to listing the Shares on the NASDAQ Market; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Agent that the Company will pay or cause to be paid the following: (i) the reasonable out-of-pocket expenses incurred by the Agent in connection with the transactions contemplated hereby (regardless of whether the sale of the Securities is consummated), including, without limitation, disbursements, fees and expenses of the Agent’s counsel and marketing and travel expenses; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent and dealers; (iii) the cost of printing or producing this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws, including the fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky survey and any and all state filing fees; (v) all fees and expense associated with any listing of the Securities on the Nasdaq Capital Market; (vi) the filing fees incident to securing any required review by FINRA of the terms of the sale of the Securities; (vii) the cost of preparing stock certificates; (viii) the cost and charges of any transfer agent or registrar; and (ix) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregatethis Section.

Payment of Expenses. (a) Whether or not As between the transactions contemplated by this Agreement are consummated or this Agreement is terminatedDepositor and the Underwriter, the Company will Depositor agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Underwriting Agreement, including without limitation, limitation those relating to: (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Certificates and any taxes payable in that connectionconnection therewith; (iib) a portion of the costs incident fees previously paid to the preparation, printing and Commission with respect to the filing under the Securities Act of the Registration StatementStatement 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, in each case, exhibits), the Preliminary Prospectus, Disclosure Documents and Prospectus and any Issuer Free Writing Prospectus, any Pricing Disclosure Package and amendment or supplement to the Prospectus (including the Disclosure Documents) or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Underwriting Agreement; (iiid) the costs of reproducing and distributing this Underwriting Agreement; (e) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Certificates under the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section 5(h), if necessary, hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum blue sky memorandum (including the related fees and expenses of counsel for to the UnderwritersUnderwriter); (vf) any fees charged by securities rating services for rating the cost of preparing stock certificatesCertificates; and (vig) the all other costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance incident to the performance of the offering by, FINRA obligations of the Depositor (including the related fees costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Underwriter in accordance with the provisions of Section 6 or Section 11, the Depositor shall cause the Underwriter to be reimbursed for all reasonable out-of-pocket expenses, including fees and disbursements of Xxxxxxx and Xxxxxx LLP, counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateUnderwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees with each Underwriter to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Stock and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing registration of the Stock under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofExchange Act; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and costs incident to the preparation, printing and distribution of a Blue Sky Memorandum the Registration Statements, Preliminary Prospectus, Prospectus and any amendments, supplements and exhibits thereto; (iv) the costs of printing, reproducing and distributing by mail, telex or other means of communications the Agreement Among Underwriters among the Representatives and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement; (v) the fees and expenses (including the related fees and expenses of counsel for the Underwriters); (v) incurred in connection with filings made with the cost National Association of preparing stock certificatesSecurities Dealers, Inc.; (vi) the costs and charges of any transfer agent and any registrarapplicable listing or other fees; (vii) all the fees and expenses and application fees incurred in connection with any filing with, and clearance of qualifying the Stock under the securities laws of the offering byseveral jurisdictions as provided in Section 4(f) and of preparing, FINRA printing and distributing Blue Sky Memoranda and Legal Investment Surveys (including the related fees and expenses of counsel for to the Underwriters); and (viii) all fees and expenses incurred by of the Company in connection with any “road show” presentation to potential investors, except that registrar and transfer agent of the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the UnderwritersStock; and (ix) all other costs and expenses and application fees related incident to the listing performance of the Shares on obligations of the NYSE; providedCompany under this Agreement (including, howeverwithout limitation, that the fees and expenses of the Company's counsel and the Company's independent accountants); provided that, except as otherwise provided in clauses (iv) this Section 5 and (vii) in Section 10, the Underwriters shall in no event exceed $40,000 in pay their own costs and expenses, including the aggregatefees and expenses of their counsel, any transfer taxes on the Stock which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs costs, fees and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), as originally filed and as amended, the Preliminary ProspectusProspectuses, any the Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectuses and the Prospectus (including all exhibits, and any amendments and or supplements thereto) , and the distribution thereofcost of furnishing copies thereof to the Underwriters; (ii) the issuance and delivery of the Shares to the Underwriters, including any transfer taxes payable upon the sale of the Shares to the Underwriters (other than transfer taxes on resales by the Underwriters); (iii) the fees and expenses disbursements of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign applicable securities or blue sky laws in accordance with Section 3(b) hereof and any filing for review of such jurisdictions as the Representatives may designate and offering with the preparationNASD, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)filing fees; (v) the cost transfer agent’s and registrar’s fees and all miscellaneous expenses referred to in Item 14 of preparing stock certificatesthe Registration Statement; and (vi) costs related to travel and lodging incurred by the costs Company and charges its representatives relating to meetings with and presentations to prospective purchasers of any transfer agent the Shares and, with the prior approval of the Company; and any registrar; (vii) all other costs and expenses incident to the performance of the Company’s and application the Operating Partnership’s obligations hereunder (including costs incurred in closing the purchase of the Option Shares, if any) that are not otherwise specifically provided for in this section. The Company, upon your request, will provide funds in advance for filing fees incurred in connection with any filing with, “blue sky” qualifications and clearance the review of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNASD.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Issuers and MPT jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuers’ and the MPT’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the all related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to incurred in connection with the listing approval of the Shares on Securities for book-entry transfer by DTC; and (x) all expenses incurred by the NYSE; providedIssuers in connection with any Road Show presentation to potential investors, however, that provided the fees Underwriters will be responsible for one-half of the direct hourly operating costs of aircraft or other transportation chartered in connection with the Road Show and all other expenses of counsel employees of the Underwriters incurred in clauses (iv) connection with the Road Show, including, without limitation, lodging, airfare and (vii) meal expenses. For the avoidance of doubt, the expenses and fees of experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall in no event exceed $40,000 in be the aggregateresponsibility of the Underwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, and subject to Section 13(b), the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable by the Company in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to an aggregate of $20,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (it being agreed that, except that notwithstanding anything herein to the cost contrary, the Company, on the one hand, and the Underwriters, on the other hand, shall each bear half of the costs associated with any private aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriterssuch presentation); and (ix) all expenses and application fees related to the listing of the Shares on the NYSENasdaq Market; providedand (x) all expenses incurred by Xxxxx Xxxxxxx & Co., howeverincluding fees of counsel or otherwise, that the fees in its capacity as a “qualified independent underwriter” (up to an aggregate of $30,000). The Selling Stockholders will pay or cause to be paid all costs and expenses of counsel to the Selling Stockholders, and the cost of preparing stock certificates related to the Selling Stockholders. It is agreed that, except as specifically provided in clauses (iv) this Section 13, the Underwriters will pay all of their own costs and (vii) shall expenses, including the fees of their counsel, stock transfer taxes on the resale of any Shares by the Underwriters, and any advertising expenses in no event exceed $40,000 in connection with the aggregateoffering contemplated by this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees (of $10,000) and expenses of counsel for the UnderwritersQIU acting as “qualified independent underwriter” within the meaning of the aforementioned FINRA Rule 5121 ); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and investors (ix) all expenses and application fees related subject to the listing reimbursement by the Underwriters of one-half of the Shares on the NYSE; provided, however, that the fees and expenses costs of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateusing an airplane with respect to any such “road show” presentation).

Payment of Expenses. (a) Whether or not any of the transactions contemplated by this Agreement Offering or the Transactions are consummated or this Agreement is terminated, to pay: (i) all costs, expenses, fees and taxes incident to and in connection with: (A) the preparation, printing and distribution of the Time of Sale Document, the Final Offering Memorandum, any Additional Written Offering Communication and any Canadian “wrapper” and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchaser, (B) the negotiation, printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each of the Documents, (C) the preparation, issuance and delivery of the Securities, (D) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and the qualification of the Securities for offer and sale under the securities or “Blue Sky” laws of U.S. state or non-U.S. jurisdictions (including, without limitation, the reasonable fees and disbursements of the Initial Purchaser’s counsel relating to such registration or qualification), (E) the listing of the Conversion Shares on the NASDAQ Global Select Market and/or any other exchange, (F) furnishing such copies of the Time of Sale Document and the Final Offering Memorandum, and all amendments and supplements thereto, as may reasonably be requested for use by the Initial Purchaser and (G) the performance of the obligations of the Company will pay under the Registration Rights Agreement, including but not limited to the filing of any Shelf Registration Statement, (ii) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading on any appropriate market system, (iii) all fees and expenses of the counsel, accountants and any other experts or cause advisors retained by the Company, (iv) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Securities by DTC for “book-entry” transfer, (v) all fees charged by rating agencies in connection with the rating of the Securities, (vi) all fees and expenses (including reasonable fees and expenses of counsel) of the Trustee and the Company’s transfer agent, registrar or depository, and (vii) all costs and expenses related to be paid the preparation, transfer and delivery of the Securities to the Initial Purchaser, (viii) all fees, disbursements and out-of-pocket expenses of the Company relating to investor presentations including, without limitation, travel and lodging expenses, roadshow or investor presentation expenses, word processing charges, the costs of printing or producing any investor presentation materials, fees and expenses of any consultants engaged in connection with the road show, messenger and duplicating service expenses, facsimile expenses and other customary expenditures, and (ix) all other costs and expenses incident to the performance of its the obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable Company hereunder for which provision is not otherwise made in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedthis Section. It is understood, however, that except as provided in this Section and in Section 9, the Initial Purchaser will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any outside counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering Offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all FINRA. The Company shall not be obligated to pay any expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (including investor meetings, except that the cost ground transportation, conference calls, NetRoadshow and document processing). The Company shall not be obligated in any manner to pay or reimburse any expenses or other costs of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with of the Underwriters; , other than as set forth in clauses (v) and (ixviii) all expenses of this paragraph, paragraph (b) of this Section and application fees related pursuant to Section 7, including, but not limited to, the listing of the Shares on the NYSE; provided, however, that the fees costs and expenses of the Underwriters’ legal counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in or any costs incurred by the aggregateUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Nodak Parties will pay or cause to be paid for all costs and expenses incident to the performance of its obligations hereunderthis Agreement, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, filing, delivery and filing under the Securities Act shipment of the Registration Statement, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto, and all filing fees related thereto; (b) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by Holdings under the securities 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; (c) the filing fees of FINRA related to the Agent’s fairness filing under Rule 2710 (or any successor rule of FINRA); (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) all expenses relating to advertising, postage, temporary personnel, investor meetings and the distribution thereofoperation of the stock information center; (iiih) transfer agent fees and costs of preparation and distribution of [stock certificates] [written notices under Section 10-19.1-66 of the Century Code]; and (i) fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred Nodak Parties relating to presentations or meetings undertaken in connection with the registration or qualification marketing of the Syndicated Offering and determination of eligibility for investment sale of the Shares under in the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Syndicated Offering to prospective investors and the preparationAgent’s sales forces, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection associated with any filing withtravel, lodging, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all other expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing officers of the Shares on the NYSENodak Parties; provided, however, that the Agent shall pay the fees and expenses of counsel the Agent and any of its affiliates relating to presentations or meetings undertaken in clauses (iv) connection with the marketing and (vii) shall sale of the Shares to prospective investors and the Agent’s sales forces, including expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in no connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Agent and any such consultants. In the event that the Agent incurs any expenses on behalf of the Nodak Parties, the Nodak Parties will pay or reimburse the Agent for such expenses in an amount not to exceed $40,000 in __,000 regardless of whether the aggregateOffering is successfully completed. Not later than two days prior to the Closing Time, the Agent will provide the Nodak Parties with a detailed accounting of all reimbursable expenses to be paid at the Closing.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $40,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSENasdaq Market; provided, however, that and (x) all of the fees and expenses disbursements of counsel incurred by the Underwriters in clauses (iv) connection with the Directed Share Program and (vii) shall stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in no event exceed $40,000 in connection with the aggregateDirected Share Program.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, (i) the costs incident but not limited to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and other expenses incurred in connection with (i) qualification of the registration or qualification and Offered Securities for sale, (ii) determination of the Offered Securities’ eligibility for investment of the Shares under the state or foreign securities or blue sky laws of each such jurisdictions as the Representatives may designate designate, (iii) the preparation and printing of memoranda relating to the sale of the Offered Securities (to the extent applicable), (iv) review by FINRA of the Offered Securities (including filing fees and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing withUnderwriters relating to such review, and clearance of the offering by, FINRA (including the related such fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection counsel, together with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) to the Underwriters relating to the qualification of the Offered Securities for sale and (vii) shall in no event determination of their eligibility for investment under the state securities or blue sky laws, not to exceed $40,000 when taken together with the expenses payable pursuant to Section 5(o)), (v) investor presentations or any “road show” in connection with the aggregateoffering and sale of the Offered Securities (including, any travel expenses of the Company’s officers and employees), and (vi) any other expenses of the Company related to the performance of its obligations under this Agreement, including (A) 50% of the costs and expenses of the chartering of airplanes, (B) fees and expenses incident to listing the Offered Securities on the NASDAQ Global Market and other national and foreign exchanges, (C) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (D) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and (E) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, each of the several Underwriters will pay its own costs and expenses relating to any investor presentations or “road show” and 50% of the costs and expenses of chartering of airplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided that the related reimbursement obligation for any legal fees and expenses of counsel for the UnderwritersUnderwriters in connection with FINRA shall be documented and not exceed $35,000 (it being agreed and understood that any other related fees and expenses, including filing fees, shall be reimbursed in full); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except it is understood that (a) 50% of the cost of any chartered aircraft or and other transportation chartered in connection therewith with the roadshow and all lodging, commercial airfare and individual expenses of the Underwriters shall be split 50:50 with the Underwritersresponsibility of the Underwriters and (b) the cost of any chartered aircraft will be approved in advance by the Company; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitationincluding, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and the filing of the Articles of Amendment with the State Corporation Commission of the Commonwealth of Virginia and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of the Depositary, any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all any expenses and application fees related to the listing of the Shares and a number of Underlying Shares equal to the Maximum Number of Underlying Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibitsany exhibit, amendments and supplements amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable and documented related fees and expenses disbursements of counsel for the Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; (including the related fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, except that the cost of any however, chartered aircraft or other transportation chartered travel expenses incurred in connection therewith with any such “road show” and other meetings shall be split 50:50 with allocated 50% to the Company and 50% to the Underwriters, and the Company and Underwriters shall each pay their own expenses for all other travel expenses); and (ixx) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriter that the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, following: (i) the costs incident to the authorizationfees, issuance, sale, preparation disbursements and delivery expenses of the Shares Company's counsel and any taxes payable accountants in that connection; (ii) connection with the costs incident to registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, and amendments and supplements thereto) thereto and the distribution thereofmailing and delivering of copies thereof to the Underwriter and dealers; (ii) the cost of reproducing this Agreement, the Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and expenses disbursements of counsel for the Company’s counsel Underwriter in connection with such qualification and independent accountantsin connection with the Blue Sky Survey; (iv) the reasonable filing fees and expenses incurred in connection with incident to securing any required review by the registration or qualification and determination National Association of eligibility for investment Securities Dealers, Inc. of the Shares under terms of the state or foreign securities or blue sky laws sale of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)Securities; (v) the cost of preparing stock certificates; (vi) the costs and charges or expenses of any transfer agent and any or registrar; and (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees other costs and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related incident to the listing performance of the Shares on the NYSE; providedits obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that except as provided in Section 8 and Section 10 hereof, the Underwriter will pay all its own costs and expenses, including the fees of its counsel, stock transfer taxes on resale of any of the Securities by it and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $5,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an amount not to exceed $50,000 (including the related fees and expenses of counsel for the Underwritersexcluding filing fees); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of charting any aircraft or other transportation chartered to be used in connection therewith with the road show by both the Company and the Underwriters, and all lodging, commercial airfare and individual expenses of the Underwriters shall be split 50:50 with the responsibility of the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $10,000 (excluding filing fees)); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, in an amount not to exceed $30,000 (including the related fees and expenses of counsel for the Underwritersexcluding filing fees); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, except however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft or other transportation chartered to be used in connection therewith shall be split 50:50 with the road show by the Company and the Underwriters); and (ixx) all expenses and application fees related to the listing of the Shares on the NYSEExchange; provided, however, that and (xi) all of the reasonable fees and expenses disbursements of counsel incurred by the Underwriters in clauses (iv) connection with the Directed Share Program and (vii) shall stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in no event exceed $40,000 in connection with the aggregateDirected Share Program.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including by the related fees and expenses of counsel for the Underwriters)Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided. It is understood, however, that that, except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateconnected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will shall pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes transfer taxes, any stamp or other duties payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the all fees and expenses including, without limitation, all expenses of the Company’s independent accountants and all fees and disbursements of counsel for the Company but excluding fees and independent accountants; expenses of counsel for the Underwriters incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto), the Transaction Documents and any amendments or supplements of the foregoing and any documents incorporated by reference into any of the foregoing and the copying, delivery and shipping of this Agreement, (iv) all fees and expenses incurred in connection with the reasonable preparation and delivery to the Underwriters of the Shares (including the cost of printing the Shares), (v) fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign laws (including insurance securities or blue sky laws laws) of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (v) the cost , subject to a maximum of preparing stock certificates$25,000; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA Shares for book-entry transfer by DTC; (including the related fees and expenses of counsel for the Underwriters); and (viiivii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all other costs and expenses and application fees related incident to the listing performance of the Shares on the NYSE; providedits obligations hereunder for which provision is not otherwise made in this Section. It is understood, however, that that, except as provided in this Section, Section 7 and Section 8 hereof, each Underwriter shall pay all of its own costs and expenses, including the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateits counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $10,000, exclusive of filing fees, without the prior written consent of the Company); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including in an amount not to exceed $40,000, exclusive of filing fees, without the related fees and expenses prior written consent of counsel for the UnderwritersCompany); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; providedNasdaq Market. Except as provided by this Agreement, howeverthe Underwriters will pay all of their own expenses, that including the fees of their counsel and travel and lodging expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateRepresentatives.

Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Agent that the Company will pay or cause to be paid (directly or by reimbursement) all costs and expenses incident to of the performance financial obligations of its obligations hereunderthe Company under this Agreement, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under of each form of Registration Statement (including financial statements and exhibits and any or all documents related thereto), and the Securities Act cost of furnishing copies thereof or of any form of Prospectus or Preliminary Prospectus to the Agent; (b) the preparation, printing and delivery of certificates evidencing the Shares and of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofBlue Sky Survey; (iiic) any transfer taxes payable upon the issuance and sale of Shares; (d) fees, expenses and disbursements of counsel in connection with the preparation of the Blue Sky Survey and its related filings; (e) the fees and disbursements of the Company’s counsel and accountants; (f) Commission and NASD filing fees; (g) any qualification of the Shares under applicable state securities laws; (h) actual and accountable out-of-pocket expenses, not to exceed $35,000 in the aggregate, incurred by the Agent in the performance of its responsibilities and obligations hereunder (inclusive of the fees and expenses of the Agent’s legal counsel), which such expenses (as opposed to the Sales Fees identified in Section 4. above) shall be payable notwithstanding a termination of the Offering or this Agreement; (i) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters)Escrow Agent; and (viiij) all other costs incident to the performance of the Company’s obligations hereunder. Full payment of Agent’s expenses incurred remaining unpaid shall be made in same-day funds at the initial Closing and each subsequent Closing or, if the Offering is terminated for any reason, within five business days of receipt by the Company of a written request from the Agent for reimbursement of expenses. Notwithstanding the foregoing, in connection with any “road show” presentation to potential investors, except the event that the cost Offering is terminated, the Agent will only be reimbursed for its actual accountable out of any aircraft or other transportation chartered pocket expenses in connection therewith shall be split 50:50 accordance with the Underwriters; and (ixRule 2710(f)(2)(D) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregateNASD Conduct Rules.