Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Units, the filing fees of the SEC, the fees and expenses of the Partnership’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus Supplement, the Company willFinal Prospectus, whether each Issuer Free Writing Prospectus and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Selected Dealer Agreement, Underwriter’s Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the FINRA (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by the FINRA, (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees, (g) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units, and (h) all of the other costs and expenses incident to the performance by the Partnership of the registration and offering of the Units; provided, that (except as otherwise provided in Section 7) the Underwriters will bear and pay all of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all own costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements expenses of the Company’s counsel and accountants and of the Trustee and its Underwriters’ counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda Underwriters’ transportation expenses and any Legal Investment Survey advertising costs and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters incident to the public offering of the Units.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated, the Company will, whether or not any sale of Notes is consummated, will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of its the obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoingCompany hereunder which are not otherwise provided for in this section. In addition, all costs the Company shall also pay you, individually and expenses: not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (i) incident including Option Shares purchased pursuant to the preparation, issuance, execution, authentication and delivery of option granted pursuant to Section 2 hereof). If the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the NotesSecurities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, including or by reason of any opinions failure, refusal or inability on the part of the Company to perform any agreement on its part to be rendered by such counsel hereunder; and (x) performed hereunder or because any advertising and condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the AgentsRepresentative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or reimburse if paid by the Placement Agent all actual out-of-pocket costs and expenses incident to the performance of its the obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs Company under this Agreement and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (a) all filing fees and communication expenses relating to the registration of the Shares to be sold hereunder with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market; (c) all fees, expenses and disbursements relating to the registration or qualification and determination of eligibility for investment of the Notes such Shares under the “blue sky” securities laws of such jurisdictions states as the Agents (or in connection with any Terms Agreement, the applicable Agent) Placement Agent may reasonably designate (including fees of counsel for the Agents (or such Agent) including, without limitation, all filing and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityregistration fees, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel “blue sky” counsel, if applicable (d) the costs of all mailing and printing of the transaction documents (including, without limitation, this agreement, any Blue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (e) the costs of preparing, printing and delivering certificates representing the Shares; (f) fees and expenses of the transfer agent for the Agents incurred Ordinary Shares; (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (h) the costs associated with post-Closing advertising the Offering in connection with the offering and sale national editions of the NotesWall Street Journal and New York Times; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) travel, including any opinions to be rendered by such counsel hereunder; lodging and (x) any advertising and out-of-pocket other expenses incurred by the Agentsofficers of the Company and the cost of any aircraft or other transportation chartered by the Company in connection with any road show. In addition, at Closing the Company shall reimburse the Placement Agent for its actual out of pocket expenses (with supporting invoices/receipts), up to $15,000. Except as provided in the penultimate sentence of this Section 4, the Placement Agent shall pay its own expenses, including the fees and disbursements of its counsel.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses, provided, however, that the Underwriters and the Company agree that the Underwriters shall be responsible for the payment of the Underwriters’ food and lodging expenses and fifty percent (50%) of the cost of aircraft and other transportation chartered in connection with the road show; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the NASDAQ Global Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. The Company shall not, however, be required to pay for any opinions of the Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares. Except as provided in this Section 5, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of the Selling Shareholders and the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company and the Selling Shareholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto (other than additional costs for rush delivery, if applicable, which the Underwriters shall pay); (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares, provided that the reimbursement obligation for such fees and expenses does not exceed $15,000; (viii) all expenses and application fees related to the listing of the Shares on of the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters), provided that the reimbursement obligation for such fees and expenses does not exceed $5,000. The Underwriters will pay (i) all roadshow expenses, including all of travel, lodging and other expenses of the Underwriters or any opinions of their employees incurred by them in connection with the roadshow to potential investors, and including one-half the cost of any aircraft chartered in connection with the roadshow (and the Company will pay the remainder, including travel expenses of the Company’s employees) and (ii) any costs associated with conducting market data or research to be rendered included in the General Disclosure Package other than that which the Company has already purchased. The Selling Shareholders and the Company shall not, however, be required to pay for any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, including without limitation a default pursuant to Section 8, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that to pay the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparation, issuance, execution, authentication printing or reproduction and delivery filing with the Commission of the NotesRegistration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsor reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of such copies of the Registration Statement, the General Disclosure Package and the each Preliminary Prospectus, including mailing the Prospectus and shippingall amendments or supplements to any of them, as herein provided; (viii) payable to rating agencies may, in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel each case, be reasonably requested for the Agents incurred use in connection with the offering and sale of the NotesSecurities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any opinions 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 of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the American Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be rendered made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by such or on behalf of Company representatives, but not the Representative or its representatives, in connection with “road show” presentations; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel hereunder(including local and special counsel) for the Company; and (x) any advertising all other costs and out-of-pocket expenses incurred incident to the performance by the AgentsCompany of its obligations hereunder.

Costs and Expenses. The Company covenants will pay or cause to be paid all costs, expenses and agrees fees in connection with each Agent that the offering or incident to the performance of the obligations of the Company willunder this Agreement, whether including, without limiting the generality of the foregoing, the following: (a) all expenses (including any transfer taxes) incurred in connection with the delivery to the Representative of the Stock sold hereunder; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Representative) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), Preliminary Prospectuses and the Prospectus as amended or not supplemented, and any sale Blue Sky Memoranda; (c) all filing fees and fees and disbursements incurred in connection with the qualification of Notes is consummatedthe Stock under the applicable state securities laws; (d) filing and listing fees of the Commission, pay NASD, Nasdaq, and any other similar entity in connection with the offering; (e) the cost of printing certificates representing the Stock; (f) the costs and charges of any transfer agent or registrar; (g) the costs of preparing, printing and distributing bound volumes for the Representative and their counsel; and (h) the costs of placing "tombstone advertisements" in any publications which may be selected by the Representative, and all other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting this Agreement which are not otherwise provided for in this Section. The Company shall use a printer acceptable to the generality Representative. Any transfer taxes imposed on the sale of the foregoing, all costs and expenses: (i) incident Stock to the preparationRepresentative will be paid by the Company. Additionally, issuance, execution, authentication and delivery the Company shall pay to the Representative a non-accountable expense allowance of 3% of the Notes; (ii) incident gross amount to be raised hereunder, payable at the preparation-13- Closing(s), printing and filing under of which $25,000 has already been paid by the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred Company in connection with this offering. Any amounts advanced, on a non-accountable basis, to the registration Representative on or qualification and determination before the date hereof, which shall be credited to the allowance noted above. This expense allowance is in addition to the Representative's discount. The Representative shall be responsible for the fees of eligibility its counsel, except as noted otherwise in this Section 5. The Company shall not be required to pay for investment any of the Notes under Representative's other expenses, except that if this Agreement shall not be consummated because the laws conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 6 hereof, or by reason of such jurisdictions as any failure, refusal or inability on the Agents (part of the Company to perform any undertaking or in connection satisfy any condition of this Agreement or to comply with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes terms hereof on any stock exchange; (vi) related its part to any filing be performed, unless such failure to satisfy said condition or to comply with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing said terms be due solely to the Agents and dealers of copies default of the Registration StatementRepresentative, then the General Disclosure Package and Company shall reimburse the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel Representative solely on an accountable basis for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses expenses, including fees and disbursements of counsel, incurred by in connection with investigating, marketing and proposing to market the AgentsUnits or in contemplation of performing its obligations hereunder.

Costs and Expenses. The Company covenants and agrees with each Agent Underwriter that the Company will, whether or not any sale of Notes the Shares is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the NotesShares; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee Transfer Agent and its the Depositary and their respective counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes Shares under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) Underwriters may designate (including fees of counsel for the Agents Underwriters (or such AgentUnderwriter) and their disbursements); (v) in connection with the listing of the Notes Shares on any stock exchange; (vi) related to any filing filing, if any, with the Financial Industry Regulatory Authority, Inc.Authority (including up to $5,000 of fees of counsel for the Underwriters and their disbursements); (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement the Deposit Agreement, the IndentureDisclosure Package, any Blue Sky Memoranda blue sky memoranda and any Legal Investment Survey legal investment survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the NotesShares; and (ix) all other costs and expenses incident to the reasonable performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, and Section 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for the Agents incurred in connection with the offering and sale their counsel, transfer taxes on resale of any of the NotesShares by them, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agentsconnected with any offers they may make.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated, the Company willwill pay (directly or by reimbursement) all costs, whether expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriters and dealers of copies thereof and of this Agreement, the Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky Memorandum and any supplements or not amendments thereto (excluding, except as provided below, fees and expenses of counsel to the Underwriters); the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements of counsel for the Underwriters) incident to securing any required review by the NASD of the terms of the sale of Notes is consummatedthe Shares; listing fees, pay if any, transfer taxes and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters incurred in connection with the qualification of the Shares under state securities or Blue Sky laws; the fees and expenses incurred in connection with the designation of the Shares on The Nasdaq National Market; the costs of preparing stock certificates; the costs and fees of any registrar or transfer agent and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. In addition, the Company will pay all travel and under any applicable Terms Agreement, including without limiting the generality lodging expenses incurred by management of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or Company in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. The Selling Shareholders will pay the fees and expenses of any separate counsel retained by them in connection with the transactions contemplated hereby. The Company and the Selling Shareholders shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification of the Shares under state securities or Blue Sky laws and those incident to securing any required review by the NASD of the terms of the sale of the Notesshares but including, including without limitation, the Underwriter expenses specified in Section 5(e) of this Agreement) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof (other than the condition in Section 7(d)) are not satisfied or because this Agreement is terminated by the Representatives pursuant to clause (i) of Section 11(a) hereof, or by reason of any opinions failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their respective parts to be rendered performed, unless such failure to satisfy said condition or to comply with said terms shall be due to the default or omission of any Underwriter, then the Company shall promptly upon request by such counsel hereunder; and (x) any advertising and the Representatives reimburse the several Underwriters for all appropriately itemized out-of-pocket expenses accountable expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay all costs and expenses incident to the performance of its Company’s obligations hereunder under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, any issuer free writing prospectus and the General Disclosure PackageProspectus, the Prospectus and any preliminary prospectus amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including in each case all exhibitscosts of mailing and shipment), amendments (ii) the registration, issue, sale and supplements thereto); 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 and the printing, delivery, shipping of the certificates representing the Securities, (iii) the fees and expenses of any transfer agent or registrar for the Securities, (iv) fees, disbursements and other charges of counsel to the Company, (v) listing fees, if any, for the listing or quotation of the Shares and Warrant Shares on the Nasdaq, (vi) fees and disbursements of the Company’s counsel auditor incurred in delivering the letters described in Section 5(i) hereof, and accountants (viii) the costs and expenses of the Trustee and its counsel; (iv) incurred Company in connection with the registration or qualification and determination of eligibility for investment marketing of the Notes under Offering and the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing sale of the Notes on any stock exchange; (vi) Securities to prospective investors including, but not limited to, those related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) presentations or meetings undertaken in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agentstherewith.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willPartnership agrees, whether or not any sale of Notes the transactions contemplated by this Agreement are consummated or this Agreement is consummatedterminated, to pay all the costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparationauthorization, issuance, execution, authentication sale and delivery of the NotesUnits and any taxes payable in that connection; (ii) incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration StatementStatement (including financial statements and exhibits thereto), any Preliminary Prospectus, the General Disclosure Package, the Final Prospectus and any preliminary prospectus (including in Issuer Free Writing Prospectus, and each case all exhibits, amendments and supplements thereto)amendment or supplement to any of them; (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents printing (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsreproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of such copies of the Registration Statement, the General Disclosure Package and the each Preliminary Prospectus, including mailing the Final Prospectus and shippingeach Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as herein provided; (viii) payable to rating agencies may, in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel each case, be reasonably requested for the Agents incurred use in connection with the offering and sale of the NotesUnits; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any opinions stamp or transfer taxes in connection with the original issuance and sale of the Units; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (vi) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vii) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (viii) any filings required to be rendered made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by such or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (x) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel hereunder(including local and special counsel) for the Partnership; and (xxi) all other costs and expenses incident to the performance of the obligations of the DCP Parties under this Agreement; provided that, except as provided in this Section 5(j) and in Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Units which they may sell and the expenses of advertising and out-of-pocket expenses incurred any offering of the Units made by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; , including any expenses of the Trustee, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); , (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); , (viv) in connection with the listing of the Notes on any stock exchange; , (viv) related to any filing with the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.; , (viivi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package Statement and the Prospectus, including mailing and shipping, as herein provided; , (viiivii) payable to rating agencies in connection with the rating of the Notes; , (ixviii) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; hereunder and (xix) any advertising and out-of-pocket expenses incurred by the Agents.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Sellers under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel Company and accountants the Selling Stockholder; (iii) except to the extent paid by the Sellers as described below, all costs and expenses related to the transfer and delivery of the Trustee and its counselShares to the Underwriters, including any transfer taxes payable thereon; (iv) incurred the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the registration or qualification and determination of eligibility for investment marketing of the Notes under offering of the laws Shares, including, without limitation, expenses associated with the preparation or dissemination of such jurisdictions as any electronic road show, expenses associated with the Agents (or production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any Terms Agreementsuch consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the applicable Agent) may designate (including fees cost of counsel for aircraft chartered in connection with the Agents (or such Agent) road show and their disbursementsthat the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, Preliminary Prospectuses, the General Disclosure Package and Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing legal fees and shipping, as herein provideddisbursements in an amount not to exceed $40,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) payable all expenses and application fees related to rating agencies in connection with the rating listing of the NotesShares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the reasonable related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. To the extent, if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by the Company. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not to exceed $40,000) and state securities or Blue Sky laws (in an amount not to exceed $15,000)) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof or by reason of any opinions failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for all out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Stockholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of the Company and the Selling Shareholder under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s Company and one counsel and accountants and of for the Trustee and its counsel; (iv) incurred Selling Shareholder in connection with the registration or qualification preparation and determination of eligibility for investment filing of the Notes under the laws of such jurisdictions as the Agents (or in connection with Registration Statement, any Terms AgreementPreliminary Prospectus, the applicable Agent) may designate (including fees Prospectus and amendments and supplements to any of counsel for the Agents (or such Agent) and their disbursements)foregoing; (viii) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and Preliminary Prospectuses, the Prospectus, including mailing this Agreement, the Blue Sky Survey or Legal Investment memorandum and shipping, as herein providedany supplements or amendments thereto; (viiiiv) payable the filing fees of the Commission; (v) all costs and expenses related to rating agencies the transfer and delivery of the Shares to the Underwriters; (vi) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the rating offer and sale of the Notes; (ixShares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 4(iii) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Agents Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum; (vii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc.; (viii) the cost of printing certificates representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; (x) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior written approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Selling Shareholder. The Company shall not, including however, be required to pay for any opinions of the Underwriters expenses (other than those related to qualification under NASD regulation and State securities or Blue Sky laws as stated above) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or any Selling Shareholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. The provisions of this Section 5 shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholder may otherwise have for the allocation of such expenses incurred by the Agentsamong themselves.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of ; the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus and this Agreement; the filing fees of the Commission; the filing fees, costs and expenses (including reasonable fees and disbursements of Underwriters’ counsel) incident to securing any required review by FINRA of the terms of the sale of the Units; the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; 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 of the Securities; the registration of the Securities under the Exchange Act and the quotation of the Securities on the OTC Bulletin Board; the printing and delivery of a blue sky memorandum and the Secondary Market Trading Survey (as defined in Section 6(i) hereof); and any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and fees for counsel relating to such memorandum, survey, registration and qualification up to a maximum of $40,000). Notwithstanding the foregoing, (i) the Underwriters will reimburse the cost of any chartered aircraft incurred by or on behalf of the Company in connection with presentations to prospective purchasers of the Units (the “Roadshow”) up to the equivalent commercial airfare expenses for the Underwriters traveling on the chartered aircraft; (ii) each party will pay for their own hotel and commercial airfare expenses incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunderRoadshow; and (xiii) all other incidental costs and expenses in connection with the Roadshow will be paid by the Underwriters. The Company shall not, however, be required to pay for any advertising of the Underwriters’ expenses except as otherwise specifically provided herein and except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied by reason of any failure or refusal on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure or refusal is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Units or in contemplation of performing their obligations hereunder. The Company shall not be required to pay for any of the Underwriters’ expenses incurred by the Agentsif this Agreement is terminated pursuant to Section 9 or Section 12 hereof.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality Each of the foregoingParties hereto shall bear its own fees, all costs expenses and expenses: (i) incident to the preparationcommissions of financial, issuance, execution, authentication legal and delivery of the Notes; (ii) incident to the preparation, printing accounting advisors and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) other outside consultants incurred in connection with the registration or qualification due diligence, negotiation and determination execution of eligibility this Agreement and the Transactions. In addition, Seller shall be responsible for investment of the Notes under the laws of such jurisdictions as the Agents all costs, fees and expenses relating to: (or i) file shipping costs and image transfer costs in connection with the sale of the Mortgage Servicing Rights contemplated herein; (ii) all registration fees or transfer costs assessed by MERS to reflect the transfer of the Mortgage Loans registered with MERS; (iii) all fees and costs required to generate and deliver (and record) Assignments of Mortgage instruments to Purchaser (including the reimbursement of Purchaser for any Terms Agreementrequired re-recordings made thereby as provided in Section 7.01(b)); (iv) transfer fees and expenses (including, for the avoidance of doubt, legal fees) imposed or incurred by the applicable Agent) may designate (including fees of counsel Investor or rating agencies to process a request for the Agents (or such Agent) and their disbursements)Servicing Agreement Consent; (v) except as provided in connection with Section 7.19, all fees and expenses of Seller’s Custodian to transfer the listing of Mortgage Loans to the Notes on any stock exchangePurchaser’s Custodian, if applicable; and (vi) related the filing of transfers of claims by Purchaser as provided in Section 7.03(d). Purchaser shall be responsible for all fees, costs and expenses relating to any filing with the Financial Industry Regulatory Authorityretention of a back-up servicer that the applicable Investor may require as a condition to providing a Servicing Agreement Consent, Inc.; (vii) as well as, except otherwise set forth in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda all costs and any Legal Investment Survey and the furnishing expenses pertaining to the Agents and dealers of copies conduct of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating Servicing by Purchaser following its consummation of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsTransactions.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel ; (iii) all costs and accountants expenses related to the transfer and delivery of the Trustee and its counselShares to the Underwriters, including any transfer or other taxes payable thereon; (iv) incurred any roadshow expenses; provided, that the Company will pay only fifty percent (50%) of the cost of aircraft chartered in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)roadshow; (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, Preliminary Prospectuses, the General Disclosure Package and Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing legal fees and shipping, as herein provideddisbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) payable all expenses and application fees related to rating agencies in connection with the rating listing of the NotesShares on of the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); (xii) the expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters) and (xiii) and the incremental fees and disbursements of counsel for the Underwriters, which amount the Company and the Representatives have agreed upon prior to the date hereof, incurred in connection with (i) the preparation and submission of the initial confidential filing of the Registration Statement and (ii) the preparation and filing of amendments to the Registration Statement and responses to comments from the Commission Staff relating to the Registration Statement. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Shares by the NotesUnderwriters to employees and persons having business relationships with the Company and the LGI Entities. The Company shall not, including however, be required to pay for any opinions of the Underwriter’s expenses (other than those (i) related to qualification under FINRA regulation and state securities or Blue Sky laws and (ii) covered by clause (xiii) above) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of ; the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Shares; the listing fees of the NASDAQ Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering qualification of the Shares under State securities or Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of directed shares of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred Common Stock by the Agents.Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Company

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated, the Company willwill pay (directly or by reimbursement) all costs, whether expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriters and dealers of copies thereof and of this Agreement, the Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky Memorandum and any supplements or not amendments thereto (excluding, except as provided below, fees and expenses of counsel to the Underwriters); the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements of counsel for the Underwriters) incident to securing any required review by the NASD of the terms of the sale of Notes is consummatedthe Shares; listing fees, pay if any, transfer taxes and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters incurred in connection with the qualification of the Shares under state securities or Blue Sky laws; the fees and expenses incurred in connection with the designation of the Shares on The Nasdaq National Market; the costs of preparing stock certificates; the costs and fees of any registrar or transfer agent and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. In addition, the Company will pay all travel and under any applicable Terms Agreement, including without limiting the generality lodging expenses incurred by management of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or Company in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. The Selling Shareholders will pay the fees and expenses of any separate counsel retained by them in connection with the transactions contemplated hereby. The Company and the Selling Shareholders shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification of the Shares under state securities or Blue Sky laws and those incident to securing any required review by the NASD of the terms of the sale of the Notesshares but including, including without limitation, the Underwriter expenses specified in Section 5(e) of this Agreement) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof (other than the condition in Section 7(d)) are not satisfied or because this Agreement is terminated by the Representatives pursuant to clause (i) of Section 11(a) hereof, or by reason of any opinions failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their respective parts to be rendered by performed, unless such counsel hereunder; and (x) failure to satisfy said condition or to comply with said terms shall be due to the default or omission of any advertising and out-of-pocket expenses incurred Underwriter, then the Company shall promptly upon request by the Agents.Representatives reimburse the several Underwriters for

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Sellers under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel Company and accountants the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Trustee and its counselShares to the Underwriters, including any transfer or other taxes payable thereon; (iv) incurred the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the registration or qualification and determination of eligibility for investment marketing of the Notes under offering of the laws Shares, including, without limitation, expenses associated with the preparation or dissemination of such jurisdictions as any electronic road show, expenses associated with the Agents (or production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any Terms Agreementsuch consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the applicable Agent) may designate (including fees cost of counsel for aircraft chartered in connection with the Agents (or such Agent) road show and their disbursementsthat the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, Preliminary Prospectuses, the General Disclosure Package and Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing legal fees and shipping, as herein provideddisbursements in an amount not to exceed $40,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) payable all expenses and application fees related to rating agencies in connection with the rating listing of the NotesShares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the reasonable related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. To the extent, if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by the Company. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not to exceed $40,000) and state securities or Blue Sky laws (in an amount not to exceed $15,000)) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof or by reason of any opinions failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for all out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Stockholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the New York Stock Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters). The Company shall not be required to pay for any opinions of the Underwriters' expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Manager to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the Notes; Company; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel Company; (iii) all costs and accountants expenses related to the transfer and delivery of the Trustee and its counsel; Shares to the Underwriters; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); roadshow expenses; (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as reasonably requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and any Preliminary Prospectus, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing reasonable legal fees and shipping, as herein provided; disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $40,000; (viii) payable to rating agencies in connection with the rating cost of printing certificates, if any, representing the Notes; Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Agents Underwriters) incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company shall not, however, be required to pay for any opinions of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by such counsel hereunder; performed, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and (x) any advertising and documented out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel incurred by in connection with investigating, marketing and proposing to market the AgentsShares or in contemplation of performing their obligations hereunder.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (ia) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ixb) the reasonable fees and disbursements of counsel for the Agents Company; (c) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (d) any roadshow expenses (except roadshow expenses incurred by the underwriters); (e) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (f) the filing fees of the Commission; (g) the filing fees and expenses (including reasonable and documented legal fees and disbursements up to $25,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (h) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Select Market; (i) the cost of printing certificates, if any, representing the Shares; (j) the costs and charges of any transfer agent, registrar or depositary; and (k) the expenses incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the reasonable and documented related fees and expenses of counsel for the Underwriters up to $15,000). Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Selling Shareholders selling such Shares. Neither the Company nor the Selling Shareholders shall, including however, be required to pay for any opinions of the Underwriter’s costs or expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Selling Shareholders shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including reasonable and documented fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but neither the Company nor the Selling Shareholders shall in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Notwithstanding anything to the contrary in this Section 5, the Company, on the one hand, and the Underwriters, on the other hand, shall share equally any third party costs of private aircraft incurred by or on behalf of the AgentsCompany in connection with the roadshow.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willPartnership agrees, whether or not any sale of Notes the transactions contemplated by this Agreement are consummated or this Agreement is consummatedterminated, to pay all the costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparationauthorization, issuance, execution, authentication sale and delivery of the NotesSecurities and any taxes payable in that connection; (ii) incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the General Disclosure Packageeach Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any preliminary prospectus (including of them, as may, in each case all exhibitscase, amendments be reasonably requested for use in connection with the offering and supplements thereto); (iii) the fees and disbursements sale of the Company’s counsel and accountants and of the Trustee and its counselSecurities; (iv) incurred the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the registration or qualification original issuance and determination of eligibility for investment sale of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Securities; (v) in connection with services provided by the listing of the Notes on any stock exchangetransfer agent or registrar; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsor reproduction) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any Legal Investment Survey registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the furnishing reasonable fees and expenses of counsel for the Underwriters relating to the Agents such registration and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein providedqualification); (viii) payable any filings required to rating agencies in connection be made with FINRA (including filing fees and the rating reasonable fees and expenses of counsel for the NotesUnderwriters relating to such filings); (ix) the reasonable fees transportation and disbursements other expenses incurred by or on behalf of counsel for representatives of the Agents incurred Partnership Entities in connection with the offering and sale presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership Entities; (xi) any fees charged by rating agencies for rating the Notes, ; (xii) the fees and expenses of the Trustee and paying agent (including related fees and expenses of any opinions to be rendered by counsel for such counsel hereunderparties); and (xxiii) all other costs and expenses incident to the performance of the obligations of the Partnership Entities under this Agreement; provided that, except as provided in this Section 5(j) and in Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Securities that they may sell and the expenses of advertising and out-of-pocket expenses incurred any offering of the Securities made by the AgentsUnderwriters.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Units, the filing fees of the SEC, the fees and expenses of the Partnership’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus, the Company willDisclosure Package, whether the Prospectus, each Permitted Free Writing Prospectus and any amendments or not supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters’ Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states, pay including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the FINRA (if any) and reasonable fees and disbursements of counsel to the Underwriters relating to any review of the offering by the FINRA, (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees in connection with the issuance of the Units, (g) all fees and expenses relating to the authorization of the Units for trading on the NASDAQ Global Market, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Partnership of the foregoingregistration and offering of the Units; provided, that (except as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses: (i) , including the fees and expenses of the Underwriters’ counsel, the Underwriter’s transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; Units. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 10(a) (ii) incident other than pursuant to the preparationSections 6(i)(i), printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; ), (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementv)), the applicable Agent) may designate (including fees Partnership shall reimburse the Underwriters for all of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, Issuer will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of the Issuer and the Selling Shareholders under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesIssuer; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Issuer; the fees and expenses of one counsel for the Selling Shareholders; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including the form of the Canadian “wrapper” (including reasonable related fees and expenses of Canadian counsel to the Underwriters); the filing fees of the Commission; the filing fees incident to securing any required review by FINRA of the terms of the sale of the Shares; the Listing Fee of the New York Stock Exchange; all fees and disbursements incurred by the Underwriters and RBC in connection with the Directed Share Program, the preparation, printing and distribution of the Directed Share Program material and all stamp duties or other taxes, if any, incurred by the Underwriters or RBC in connection with the Directed Share Program; the investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Issuer and 50% of the cost of any aircraft chartered in connection with the road show; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering qualification of the Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel (in addition to the one counsel engaged by the Selling Shareholders collectively as described above) to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters (but not, including for the avoidance of doubt, any opinions such taxes imposed on resale of any Shares by an Underwriter) will be paid by the Issuer and the Selling Shareholders pro rata. If this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 13 hereof, or by reason of any failure, refusal or inability on the part of the Issuer or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure to satisfy said condition or to comply with said terms be due to the default of any advertising and Underwriter, then the Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Issuer and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willPartnership agrees, whether or not any sale of Notes the transactions contemplated by this Agreement are consummated or this Agreement is consummatedterminated, to pay all the costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparationauthorization, issuance, execution, authentication sale and delivery of the NotesSecurities and any taxes payable in connection therewith; (ii) incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the General Disclosure Packageeach Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any preliminary prospectus (including of them, as may, in each case all exhibitscase, amendments be reasonably requested for use in connection with the offering and supplements thereto); (iii) the fees and disbursements sale of the Company’s counsel and accountants and of the Trustee and its counselSecurities; (iv) incurred the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the registration or qualification original issuance and determination of eligibility for investment sale of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Securities; (v) in connection with services provided by the listing of the Notes on any stock exchangetransfer agent or registrar; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsor reproduction) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any Legal Investment Survey registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the furnishing reasonable fees and expenses of counsel for the Underwriters relating to the Agents such registration and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein providedqualification); (viii) payable any filings required to rating agencies in connection be made with FINRA (including filing fees and the rating reasonable fees and expenses of counsel for the NotesUnderwriters relating to such filings); (ix) the reasonable fees transportation and disbursements other expenses incurred by or on behalf of counsel for representatives of the Agents incurred Partnership Entities in connection with the offering and sale presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership Entities; (xi) any fees charged by rating agencies for rating the Notes, ; (xii) the fees and expenses of the Trustee and paying agent (including related fees and expenses of any opinions to be rendered by counsel for such counsel hereunderparties); and (xxiii) all other costs and expenses incident to the performance of the obligations of the Partnership Entities under this Agreement; provided that, except as provided in this Section 5(j) and in Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Securities that they may sell and the expenses of advertising and out-of-pocket expenses incurred any offering of the Securities made by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or reimburse if paid by the Underwriters all costs and expenses incident to the performance of its the obligations hereunder of the Company under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageany Issuer Free Writing Prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration StatementStatutory Prospectus, the General Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing (including costs of mailing and shippingshipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as herein provided; the Representative shall designate, and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters, (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) any filing fees required to be made by the Underwriters or the Company with FINRA, (vi) fees, disbursements and other charges of counsel to the Company, (vii) listing fees, if any, for the listing or quotation of the Shares on the NASDAQ Capital Market, (viii) payable to rating agencies fees and disbursements of the Company’s auditor incurred in delivering the letter(s) described in Section 6(f) of this Agreement, and (ix) the costs and expenses of the Company and the Underwriters in connection with the rating marketing of the Notes; (ix) offering and the reasonable sale of the Shares to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of counsel for any consultants engaged with the Agents incurred written consent of the Company in connection with the offering road show presentations, travel, lodging and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket other expenses incurred by the Agentsofficers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show with the written consent of the Company.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (Company; any roadshow expenses; the cost of printing and delivering to, or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementas reasonably requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the General Disclosure Package and Issuer Free Writing Prospectuses, the Prospectus, this Agreement and the Indenture; the filing fees of the Commission; the filing fees and expenses (including mailing reasonable legal fees and shipping, as herein provideddisbursements) incident to securing any required review by FINRA of the terms of the sale of the Notes; (viii) any fees payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering and sale qualification of the NotesNotes under State securities or “Blue Sky” laws and the preparation, printing and distribution of a “Blue Sky” memorandum and any supplements or amendments thereto; and the fees and expenses of the Trustee, including any opinions to be rendered by such reasonable fees and expenses of counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by for the AgentsTrustee.

Costs and Expenses. The Company covenants and agrees with each Agent that (a) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company willwill pay or cause to be paid all costs, whether or not any sale of Notes is consummated, pay all costs fees and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreementhereunder, including including, without limiting the generality of the foregoinglimitation, all costs and expenses: (i) incident all expenses (including transfer taxes allocated to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (ivrespective transferees) incurred in connection with the registration or qualification issuance, transfer and determination of eligibility for investment delivery of the Notes under the laws of such jurisdictions as the Agents Common Shares; (or in connection with any Terms Agreement, the applicable Agentii) may designate all expenses and fees (including fees and expenses of the Company’s accountants and counsel for but, except as otherwise provided below, not including fees and expenses of the Agents (or such Agent) and their disbursements); (vUnderwriters’ counsel) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authoritypreparation, Inc.; (vii) in connection with the printing printing, filing, delivery (including word processing and duplication costselectronic delivery) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies shipping of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package and the Prospectus, including mailing Prospectus and shipping, amendments and supplements to any of the foregoing and any such other documents as herein provided; (viii) payable to rating agencies may be required in connection with the rating offering, purchase, sale, issuance or delivery of the NotesCommon Shares; (ixiii) the all filing fees and reasonable fees and disbursements of the Underwriters’ counsel for the Agents incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the Common Shares for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the Notesstates and other jurisdictions which the Underwriters shall designate; (iv) the fees and expenses of the transfer agent and registrar; (v) the filing fees incident to, including and the reasonable fees and expenses of counsel for the Underwriters in connection with, any opinions required review by FINRA of the terms of the sale of the Common Shares; (vi) fees incurred to be rendered by such counsel hereunderquote the Common Shares for trading on the Nasdaq Global Select Market; and (xvii) all costs and expenses relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Common Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show. Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid (i) any advertising fees and out-of-pocket expenses incurred of the Company’s counsel, accountants and other advisors and (ii) all expenses and taxes incident to the sale and delivery of the Common Shares by the AgentsCompany.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with each Agent that the Company willdelivery to the Underwriters of the Units, whether the filing fees of the SEC, the fees and expenses of the Partnership’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, the Prospectus and any amendments or not supplements thereto (except as otherwise expressly provided in Section 6(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters’ Questionnaires and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 6(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the National Association of Securities Dealers, Inc. (if any), (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Units for trading on the Nasdaq, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Partnership of the foregoingregistration and offering of the Units; provided, that (except as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses: (i) , including the fees and expenses of counsel, the Underwriters’ transportation expenses and any advertising costs and expenses incurred by any of the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; Units. If this Agreement is terminated by you in accordance with the provisions of Section 10(a) (iiother than pursuant to Section 6(h)(i) incident to the preparation, printing and filing under the Securities Act of the Registration Statementor 6(h)(iii-v)), the General Disclosure Package, Partnership shall reimburse the Prospectus and any preliminary prospectus (including in each case Underwriters for all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or reimburse if paid by the Placement Agents all costs and expenses incident to the performance of its the Company’s obligations hereunder under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageany Issuer Free Writing Prospectus, the Prospectus Disclosure Package and the Prospectus, and any preliminary prospectus amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agents and dealers (including in each case all exhibitscosts of mailing and shipment), amendments (ii) the registration, issue, sale and supplements thereto); 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 and the printing, delivery, shipping of the certificates representing the Securities, (iii) the fees and expenses of any transfer agent or registrar for the Securities, (iv) the filing fees required to be paid by the Placement Agents or Company with FINRA (including all COBRADesk fees), (v) fees, disbursements and other charges of counsel to the Company; (vi) listing fees, if any, for the listing or quotation of the Shares and Warrant Shares on the Nasdaq Global Market, (vii) fees and disbursements of the Company’s counsel auditor incurred in delivering the letters described in Section 5(j) hereof, and accountants (viii) the costs and expenses of the Trustee and its counsel; (iv) incurred Company in connection with the registration or qualification and determination of eligibility for investment marketing of the Notes under Offering and the laws sale of such jurisdictions as the Agents (Securities to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any Terms Agreement, consultants (other than the applicable AgentPlacement Agents) may designate (including fees of counsel for engaged by the Agents (or such Agent) and their disbursements); (v) Company in connection with the listing road show presentations, travel, lodging and other expenses incurred by the officers of the Notes on Company and any stock exchange; (vi) related to such consultants, and the cost of any filing with aircraft or other transportation chartered by the Financial Industry Regulatory Authority, Inc.; (vii) Company in connection with the printing (including word processing road show. It is understood that except as provided in this Section 4, Section 6 and duplication costsSection 8(b) and delivery of this Agreementhereof, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Placement Agents and dealers shall pay all of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agentstheir own expenses.

Costs and Expenses. The Company covenants will pay all costs, expenses and agrees with each Agent that fees incident to the performance of the obligations of the Company willand the Selling Stockholders under this Agreement, whether including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company and the Selling Stockholders; the cost of printing and delivering to, or not as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, the Underwriters' Selling Memorandum and the Underwriters' Invitation Letter, if any, any Nasdaq National Market listing application or notice, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of counsel to the Underwriters) incident to securing any required review by the NASD of the terms of the sale of Notes the Shares; the listing fee of the Nasdaq National Market; the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered with the prior approval of the Company in connection with the road show; and the expenses, including the fees and disbursements of counsel to the Underwriters up to a maximum amount of $3,000, incurred in connection with the qualification of the Shares under state securities or Blue Sky laws. To the extent, if at all, that any of the Selling Stockholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Stockholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company and the Selling Stockholders pro rata. The Company and the Selling Stockholders shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification under NASD rules and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is consummatedterminated by the Representatives pursuant to Section 13 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms be due to the default or omission of any Underwriter or (as to Sections 8(d) and 8(e)) of counsel to the Underwriters, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. It is understood, however, that except as provided in this Section 7 and Section 10, the Underwriters shall pay all costs and expenses incident to the performance of its their obligations hereunder and under any applicable Terms this Agreement, including including, without limiting the generality of the foregoinglimitation, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or reimburse, if paid by the Placement Agent, all actual out-of-pocket costs and expenses incident to the performance of its the obligations hereunder of the Company under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expensesexpenses of or relating to: (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageany Issuer Free Writing Prospectus, the Prospectus Disclosure Package and the Prospectus, and any preliminary prospectus amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including in each case all exhibitscosts of mailing and shipment), amendments (ii) the registration, issue, sale and supplements thereto); 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, and the printing, delivery, and shipping of the certificates representing the Shares and Warrants, (iii) the fees and expenses of any transfer agent or registrar for the Shares and Warrant Shares, (iv) the filing fees required to be paid by the Placement Agent or the Company with FINRA, (v) fees, disbursements and other charges of counsel to the Company (vi) listing fees, if any, for the listing or quotation of the Shares and Warrant Shares on the NASDAQ, (vii) fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) auditor incurred in connection with delivering the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or letter(s) described in connection with any Terms Agreement, the applicable AgentSection 5(h) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred Placement Agent, and (ix) the costs and expenses of the Company and the Placement Agent in connection with the marketing of the offering and the sale of the NotesSecurities to prospective investors including, including but not limited to, those related to any opinions to be rendered by such counsel hereunder; presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and (x) graphics, fees and expenses of any advertising consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and out-of-pocket other expenses incurred by the Agentsofficers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered by the Company in connection with the road show. Notwithstanding the foregoing, the expenses of the Placement Agent (other than the filing fees set forth in clause (iv) above), including attorneys’ fees and expenses of counsel to the Placement Agent, which the Company shall be obligated to reimburse hereunder, shall not exceed the lesser of (a) $20,000 or (b) 8% of the gross proceeds received by the Company from the sale of the Securities, less the Placement Fee if the Offering is consummated. It is understood that except as provided in this Section 4, Section 6 and Section 8(b), the Placement Agent shall pay all of its own expenses.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses (except roadshow expenses incurred by the Underwriters); (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; and (xi) the expenses (other than legal fees and disbursements of counsel for the Underwriters) incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws. The Company shall not, including however, be required to pay for any opinions of the Underwriter’s costs or expenses except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10(a)(i) or (vi) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including reasonable and documented fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Notwithstanding anything to the contrary in this Section 5, the Company, on the one hand, and the Underwriters, on the other hand, shall share pro-rata (based on the number of passengers from the Company and the Underwriters) any third party costs of private aircraft incurred by or on behalf of the AgentsCompany in connection with the roadshow.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the Offering is consummatedconsummated or this Agreement is terminated, will pay or reimburse if paid by the Representative all costs and expenses incident to the performance of its the obligations hereunder of the Company under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageany Issuer Free Writing Prospectus, each Statutory Prospectus, the Prospectus Time of Sale Disclosure Package and the Prospectus, and any preliminary prospectus amendment or supplement to any of the foregoing (including in each case all exhibitscosts of mailing and shipment), amendments (ii) the registration, issue, sale and supplements thereto); delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions designated pursuant to Section 4(e), and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agents, (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) any filings required to be made by the Placement Agents or the Company with FINRA (including all COBRADesk fees), (vi) fees, disbursements and other charges of counsel to the Company, (vii) fees, if any, for the quotation of the Shares on the OTC Bulletin Board, (viii) fees and disbursements of the Company’s counsel auditor incurred in delivering the letter(s) described in Section 5(l) and accountants and (m) of this Agreement, (ix) fees of the Trustee Escrow Agent as set forth in the Escrow Agreement, (x) fees, disbursements and its counsel; other charges of counsel to the Representative and (ivxi) incurred the reasonable and documented costs and expenses of the Company and the Representative in connection with the registration or qualification and determination of eligibility for investment marketing of the Notes under offering and the laws sale of such jurisdictions as the Agents (Shares to prospective investors or in contemplation of performing their obligations hereunder including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any Terms Agreement, consultants engaged with the applicable Agent) may designate (including fees written consent of counsel for the Agents (or such Agent) and their disbursements); (v) Company in connection with the listing road show presentations, travel, lodging and other expenses incurred by the officers of the Notes on Company, any stock exchange; (vi) related to such consultants or the Representative, the cost of any filing with the Financial Industry Regulatory Authority, Inc.; (vii) aircraft or other transportation chartered in connection with the printing (including word processing road show, and duplication costsprinting, postage, facsimile and telephone charges. Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Representative pursuant to this Section 4(h) and delivery in an amount in excess of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies 1% of the Registration Statement, gross proceeds from the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including Shares. The cost and expense payment and reimbursement obligations contained in this Section 4(h) supersede any opinions to be rendered by such counsel hereunder; similar payment or reimbursement obligations contained in prior agreements between the Company and (x) any advertising and out-of-pocket expenses incurred by the AgentsPlacement Agent.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the General Disclosure Packageeach preliminary prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the fees preparation and disbursements delivery by counsel to the underwriter of the Company’s counsel preliminary and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company and the reasonable fees and expenses of counsel for the Underwriter, (vi) during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, each preliminary prospectus and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Shares by such counsel hereunder; you and by dealers, (vii) filing fees with the NASD in connection with the Public Offering, (viii) the costs of all informational and/or investor due diligence meetings and (xix) any advertising and out-of-pocket expenses incurred the performance by the AgentsCompany of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether (a) Whether or not any this Agreement becomes effective or the sale of Notes the Shares is consummated, the Company will pay all costs and expenses incident to the performance of its obligations hereunder this Agreement by the Company including, but not limited to: the fees and under any applicable Terms Agreement, including without limiting expenses of counsel to the generality Company and of the foregoing, all Company's accountants; the costs and expenses: (i) expenses incident to the preparation, issuanceprinting, execution, authentication filing and delivery of the Notes; (ii) incident to the preparation, printing and filing mailings or other distribution under the Securities Act of the Registration StatementStatement (including the financial statements therein and all amendments and exhibits thereto), the General Disclosure Package, the Preliminary Prospectus and any preliminary prospectus the Prospectus, as amended or supplemented (including in each case all exhibits, amendments and supplements theretoby post-effective amendment or otherwise); (iii) the fee of the NASD in connection with the filing required by the NASD relating to the offering of the Shares contemplated hereby; all expenses, including reasonable fees and disbursements of counsel to the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred Underwriter, in connection with the registration or qualification and determination of eligibility for investment of the Notes Shares under the state securities or blue sky laws which the Underwriter shall designate; the cost of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) printing and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriter copies of the Registration Statement, the General Disclosure Package and each Preliminary Prospectus, the Prospectus, including mailing this Agreement, and shippinga Blue Sky Memorandum (all in such quantities as the Underwriter may reasonably request); any fees relating to the listing of the Shares on any securities exchange or trading media the Underwriter may request; the fees of the transfer agent; the cost of printing the certificates representing the Shares; fees for sets of bound volumes and prospectus lucite "cubes" or other memorabilia, (all in such quantities as herein providedthe Underwriter may reasonably request); reasonable travel expenses of the Underwriter and the Underwriter's counsel (viiii) payable to rating agencies visit the Company's facilities and meet with Company personnel, counsel and independent chartered accountants, (ii) for due diligence meetings at locations selected by the Underwriter and (ii) for "road shows" in connection with the rating Offering (provided that the Company shall not be required to reimburse the Underwriter for travel expenses in excess of $25,000 in the Notesaggregate); and the cost of placing tombstone advertisements in The Wall Street Journal and The New York Times. The Company shall pay any and all taxes (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be rendered by such counsel hereunder; and (xattached to the Prospectus as called for in Section 3(a) any advertising and out-of-pocket expenses incurred by the Agentsof this Agreement, except as otherwise set forth in said section.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Sellers under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company and the Selling Shareholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any blue sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof; and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related fees and expenses of counsel for the Underwriters); provided that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters incurred pursuant to subsections (vii) and (xii) shall not exceed $35,000. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Sellers pro rata. The Sellers shall not, including however, be required to pay for any opinions of the Underwriter’s expenses except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11(i) hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that Except as otherwise provided in this Agreement, the Company willand MegaChips will pay, whether or not any sale of Notes is consummatedon the pro rata basis set forth below, pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Sellers under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; provided, however, that, in connection with meetings with prospective purchasers and any roadshow undertaken in connection with the marketing of the Shares, (A) the Company and the Underwriters will each bear 50% of the costs associated with any chartered aircraft used, and (B) the Company and the Underwriters will each pay their own lodging and other costs associated with the roadshow; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable and documented legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; and (xi) the expenses, including the reasonable and documented fees and disbursements of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters); provided, however, that the aggregate amount of legal fees and disbursements of counsel for the Underwriters incurred pursuant to subclauses (vii) and (xi) shall not exceed $15,000. Neither the Company nor the Selling Stockholder shall, however, be required to pay for any opinions of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company and (x) any advertising and the Selling Stockholder shall reimburse the several Underwriters, on the pro rata basis set forth below, for reasonable out-of-pocket expenses, including reasonable and documented fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Stockholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Except as otherwise provided in this Agreement, the Company will pay the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof) (the “Company Fees”). Notwithstanding anything to the contrary in this Agreement, the Selling Stockholder shall be solely responsible for payment of all costs, expenses, fees, and disbursements of counsel to the Selling Stockholder and all underwriting discounts and commissions in connection with the sale of shares by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Sale Expenses”), and the Company shall be solely responsible for payment of all underwriting discounts and commissions in connection with the sale of shares by the Company pursuant to this Agreement (the “Company Sale Expenses”). Except as set forth above with respect to the Selling Stockholder Sale Expenses, the Company Sale Expenses and the Company Fees, each of the Company and the Selling Stockholder shall be responsible for its respective pro rata portion of the costs, expenses, and fees set forth above, including those incurred by the AgentsCompany, in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Expenses”), based on the number of shares sold by the Selling Stockholder and the Company, respectively, on the Closing Date (which, for the avoidance of doubt, includes any Option Shares sold on the Closing Date). Notwithstanding anything to the contrary in this Agreement: (i) the Selling Stockholder, and the Company agree to inform the Underwriters prior to the Closing Date the amount of the Selling Stockholder’s pro rata portion of the Transaction Expenses, which amount shall have been mutually agreed upon by the Selling Stockholder and the Company (the “Selling Stockholder Pro Rata Expenses”), and (ii) the Selling Stockholder Pro Rata Expenses shall be deducted from the proceeds otherwise payable to the Selling Stockholder pursuant to the transactions contemplated by this Agreement and shall be transmitted by the Underwriters, along with the proceeds payable to the Company pursuant to the transactions contemplated by this Agreement, on the Closing Date via federal (same day) funds to an account designated by the Company. Notwithstanding anything to the contrary in this Agreement, if the Company sells any Option Shares after the Closing Date, (x) the Company shall be solely responsible for any additional costs, expenses, and fees incurred by the Company in connection with the sale of such Option Shares, and (y) the Selling Stockholder Pro Rata Expenses shall not be increased.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated, the Company willwill pay (directly or by reimbursement) all costs, whether expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriters and dealers of copies thereof and of this Agreement, the Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky Memorandum and any supplements or not amendments thereto (excluding, except as provided below, fees and expenses of counsel to the Underwriters); the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of counsel for the Underwriters) incident to securing any required review by the NASD of the terms of the sale of Notes is consummatedthe Shares; listing fees, pay if any, transfer taxes and the expenses, including the fees and disbursements of counsel for the Underwriters incurred in connection with the qualification of the Shares under state securities or Blue Sky laws; the fees and expenses incurred in connection with the designation of the Shares on The Nasdaq National Market; the costs of preparing stock certificates; the costs and fees of any registrar or transfer agent and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. In addition, the Company will pay all travel and under any applicable Terms Agreement, including without limiting the generality lodging expenses incurred by management of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or Company in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. The Selling Shareholders will pay the fees and expenses of any separate counsel retained by them in connection with the transactions contemplated hereby. The Company and the Selling Shareholders shall not, however, be required to pay for any of the Underwriters' expenses (other than those related to qualification of the Shares under state securities or Blue Sky laws and those incident to securing any required review by the NASD of the terms of the sale of the Notesshares but including, including without limitation, the Underwriter expenses specified in Section 5(e) of this Agreement) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof (other than the condition in Section 7(d)) are not satisfied or because this Agreement is terminated by the Representatives pursuant to clause (i) of Section 11(a) hereof, or by reason of any opinions failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their respective parts to be rendered performed, unless such failure to satisfy said condition or to comply with said terms shall be due to the default or omission of any Underwriter, then the Company shall promptly upon request by such counsel hereunder; and (x) any advertising and the Representatives reimburse the several Underwriters for all appropriately itemized out-of-pocket expenses accountable expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements, which shall not exceed $20,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof; and (xii) and the expenses, including the fees and disbursements (which shall not exceed $15,000) of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters). The Company shall not, however, be required to pay for any opinions of the Underwriter's expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of the Company and Selling Shareholder under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (ia) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ixb) the reasonable fees and disbursements of counsel for the Agents Company and the Selling Shareholder (except to the extent the Selling Shareholder is obligated to pay any expenses described below); (c) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (d) any roadshow expenses (except roadshow expenses incurred by the Underwriters); (e) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (f) the expenses relating to preparing and printing any Canadian “wrap” in connection with the offer and sale of the Shares in Canada and the expenses relating to the filing any Preliminary Prospectus or the Prospectus in jurisdictions in which the Shares may be offered or sold; (g) the filing fees of the Commission; (h) the filing fees and expenses (including reasonable and documented legal fees and disbursements in an amount not to exceed $15,000) incident to secure any required review by FINRA of the terms of the sale of the Shares; (i) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Select Market; (j) the cost of printing certificates, if any, representing the Shares; (k) the costs and charges of any transfer agent, registrar or depositary; and (l) the expenses, including the reasonable and documented fees and disbursements of counsel for the Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent it in connection with this offering, the fees and expenses of such counsel shall be borne by the Selling Shareholder. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Selling Shareholder. Neither the Company nor the Selling Shareholder shall, including however, be required to pay for any opinions of the Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable and documented fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Except as expressly provided in this Section, and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses incurred by the Agentsconnected with any offers they may make.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, (a) Cardinal will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting (i) the generality preparation and printing of the Registration Statement (including financial statements and exhibits) and each Preliminary Prospectus, the Prospectus and all amendments and supplements to any of the foregoing, all costs and expenses: (iduring the period specified in Section 6(e) incident to but not exceeding nine months after the preparation, issuance, execution, authentication and delivery of date on which the NotesShares are first offered in the Rights Offering; (ii) incident to the preparation, printing printing, authentication, issuance and filing under delivery of certificates for the Securities Act Shares, including any stamp tax in connection with the original issuance of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto)Shares; (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) preparation and delivery of this Agreement, the Indenture, any preliminary and supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel relating thereto); (iv) the registration or qualification of the Shares for offer and sale under the Agents incurred securities or Blue Sky laws of the several states as provided in Section 6(f) (including the reasonable fees and disbursements of counsel relating thereto); (v) the fees and expenses of counsel in connection with due diligence, review of the Prospectus, NASD filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto; (vi) the fees and expenses of Cardinal's accountants and the fees and expenses of counsel for Cardinal; (vii) during the period specified in Section 6(e), but not exceeding nine months after the date on which the Shares are first offered in the Rights Offering, delivery to the Underwriter and dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto as may be requested for use by the Underwriter or by dealers through whom Shares may be sold in connection with the offering Public Offering and sale of the Notes, including any opinions to be rendered by such counsel hereunderShares; (viii) filing fees with the NASD in connection with the Offerings; (ix) the costs of all informational and/or investor due diligence meetings; and (x) any advertising the performance by Cardinal of its other obligations under this Agreement. The Underwriter shall pay its own costs and out-of-pocket expenses incurred by except as otherwise provided in this Agreement and agrees that Squire, Xxxxxxx & Xxxxxxx L.L.P. will serve as counsel for Cardinal and as special counsel for the AgentsUnderwriter.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the several Underwriters of the Units, the filing fees of the Commission, the fees and expenses of the Partnership’s counsel and accountants; (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus, the Company willFinal Prospectus, whether each Issuer Free Writing Prospectus and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters’ Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing; (c) the furnishing of copies of such documents to the Underwriters; (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis; (e) the filing fees of FINRA (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by FINRA; (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees; (g) all fees and expenses relating to the authorization of the Units for trading on the NASDAQ; (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units; (i) the costs and expenses of the Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the representatives and officers of the Partnership and any such consultants; and (j) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Partnership of the foregoingregistration and offering of the Units; provided, that (except as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses: (i) , including the fees and expenses of the Underwriters’ counsel, the Underwriters’ transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; (ii) incident to Units. If this Agreement is terminated by the preparation, printing and filing under Underwriters in accordance with the Securities Act provisions of the Registration StatementSection 10(a), the General Disclosure Package, Partnership shall reimburse the Prospectus and any preliminary prospectus (including in each case Underwriters for all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Units, the filing fees of the SEC, the fees and expenses of the Partnership's counsel and accountants and the fees and expenses of counsel for the Partnership, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus, the Company willProspectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and the printing, whether delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or not documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the NASD (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Units for trading on the Nasdaq National Market (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Partnership of the foregoingregistration and offering of the Units; provided, that (except as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses: (i) , including the fees and expenses of the Underwriters' counsel, the Underwriters' transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; Units. If this Agreement is terminated by you in accordance with the provisions of Section 10(a) (ii) incident other than pursuant to the preparation, printing and filing under the Securities Act of the Registration StatementSection 9 or 6(i)), the General Disclosure Package, Partnership shall reimburse the Prospectus and any preliminary prospectus (including in each case Underwriters for all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or cause to be paid all costs fees and expenses incident to the performance of its obligations hereunder and under any applicable Terms this Agreement, including without limiting the generality of the foregoing, all costs and expenses: but not limited to (i) incident to the preparation, issuance, execution, authentication any filing fees and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus other expenses (including in each case all exhibits, amendments and supplements thereto); (iii) the reasonable fees and disbursements of counsel to the Company’s counsel and accountants and of the Trustee and its counsel; (ivUnderwriters) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes Securities for sale under the laws of such jurisdictions as Wedbush as representative of the Agents (or in connection with any Terms Agreement, the applicable Agent) Underwriters may designate and the preparation and printing of memoranda relating thereto, (ii) any costs and expenses related to the review by FINRA of the terms of the sale of the Securities (including filing fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriters relating to such review), (iii) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities, (iv) fees and expenses incident to listing the Securities on the NASDAQ Global Market and other national and foreign exchanges, (v) fees and expenses in connection with the offering and sale registration of the NotesSecurities under the Exchange Act, (vi) fees and expenses incurred in distributing the General Disclosure Package, the Prospectus (including any opinions amendments and supplements thereto) or any Permitted Free Writing Prospectuses and for expenses incurred for preparing, printing and distributing the General Disclosure Package, the Prospectus (including any amendments and supplements thereto) or any Permitted Free Writing Prospectuses to be rendered by such counsel hereunder; investors or prospective investors and (xvii) any advertising all other costs and out-of-pocket expenses incurred by the AgentsCompany incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. In no event shall the total compensation payable to the Underwriters or any other member of FINRA exceed an aggregate of 8% of the gross proceeds from the sale of the Securities.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or cause to be paid all costs fees and expenses incident to the performance of its obligations hereunder and under any applicable Terms this Agreement, including without limiting the generality of the foregoing, all costs and expenses: but not limited to (i) incident to the preparation, issuance, execution, authentication any filing fees and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus other expenses (including in each case all exhibits, amendments and supplements thereto); (iii) the reasonable fees and disbursements of counsel to the Company’s counsel and accountants and of the Trustee and its counsel; (ivUnderwriter) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes Securities for sale under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) Underwriter may designate and the preparation and printing of memoranda relating thereto, (ii) any costs and expenses related to the review by FINRA of the terms of the sale of the Securities (including filing fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating to such review), (iii) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities, (iv) fees and expenses incident to listing the Securities on the NASDAQ Global Market and other national and foreign exchanges, (v) fees and expenses in connection with the offering and sale registration of the NotesSecurities under the Exchange Act, (vi) fees and expenses incurred in distributing the General Disclosure Package, the Prospectus (including any opinions amendments and supplements thereto) or any Permitted Free Writing Prospectuses and for expenses incurred for preparing, printing and distributing the General Disclosure Package, the Prospectus (including any amendments and supplements thereto) or any Permitted Free Writing Prospectuses to be rendered by such counsel hereunder; investors or prospective investors and (xvii) any advertising all other costs and out-of-pocket expenses incurred by the AgentsCompany incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. In no event shall the total compensation payable to the Underwriter or any other member of FINRA exceed an aggregate of 8% of the gross proceeds from the sale of the Securities.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Shares, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Prospectus Supplement, Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (f) all fees and expenses relating to the authorization of the Shares for trading on the NYSE, (g) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, (h) the approval of the Shares by DTC for “book-entry” transfer, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all costs registration and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery offering of the NotesShares; (ii) incident to provided, that the preparation, printing Underwriters will bear and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) pay the fees and disbursements expenses of the Company’s Underwriters’ counsel and accountants and of the Trustee and its counsel; (iv) incurred except as specifically provided in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementthis Section 11), the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and Underwriters’ out-of-pocket expenses, and any advertising costs and expenses incurred by the AgentsUnderwriters incident to the public offering of the Shares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (Company; the cost of printing and delivering to, or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementas requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and Preliminary Prospectuses, the Prospectus, including mailing this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and shipping, as herein providedany supplements or amendments thereto; (viii) payable to rating agencies in connection with the rating filing fees of the NotesCommission; the filing fees and expenses (ixincluding reasonable legal fees and disbursements) incident to securing any required review by the NASD of the terms of the sale of the Shares; the Listing Fee of the Nasdaq National Market; and the expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering qualification of the Shares under State securities or Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of counsel for the Underwriters, incident to the offer and sale of the NotesDirected Shares. The Company shall not, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.however,

Costs and Expenses. 6.1 The Company covenants and agrees with each Agent that Fund will pay no fee or other compensation to the Company willunder this Agreement, whether except as provided below: (a) if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing; (b) the Fund may pay fees to the Company for administrative services provided to Contract owners that are not any primarily intended to result in the sale of Notes is consummated, pay all costs and shares of the Designated Portfolio or of underlying Contracts. 6.2 All expenses incident to performance by the performance Fund of its obligations hereunder this Agreement will be paid by the Fund to the extent permitted by law. All shares of the Designated Portfolios will be duly authorized for issuance and under any registered in accordance with applicable Terms Agreementfederal law and, to the extent deemed advisable by the Fund, in accordance with applicable state law, prior to sale. The Fund will bear the expenses for the cost of registration and qualification of the Fund's shares, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statementlimitation, the General Disclosure Package, the Prospectus preparation of and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory AuthoritySEC of Forms N-SAR and Rule 24f-2 Notices and payment of all applicable registration or filing fees with respect to shares of the Fund; preparation and filing of the Fund's prospectus, Inc.SAI and registration statement, proxy materials and reports; (vii) in connection with typesetting the Fund's prospectus; typesetting and printing proxy materials and reports to Contract owners (including word processing the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and duplication costs) notices required by any federal or state law; all taxes on the issuance or transfer of the Fund's shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and delivery other costs associated with preparation of prospectuses and SAIs for the Designated Portfolios in electronic or typeset format, as well as any distribution expenses as set forth in Article IV of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether Whether or not any sale of Notes the Transactions are consummated or this Agreement is consummatedterminated, to pay (i) all costs costs, expenses, fees and expenses taxes incident to and in connection with the performance of its the obligations hereunder and of the Company Entities under any applicable Terms this Agreement, including without limiting the generality of the foregoing, all costs and expensesincluding: (iA) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, Preliminary Offering Circular and the General Disclosure Package, the Prospectus Offering Circular and any preliminary prospectus (including in each case all exhibits, amendments and supplements theretothereto (including, without limitation, financial statements and exhibits); , and all preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith (iiiincluding the furnishing of copies of the foregoing to the Initial Purchasers and such other persons as the Initial Purchasers may designate), (B) the fees printing, processing and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; distribution (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementincluding, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authoritywithout limitation, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of, and performance under, each of this Agreementthe Transaction Documents and any other agreements or documents in connection with the Transactions, (C) the Indenturepreparation, issuance and delivery of the Notes, including the fees and expenses of the Trustee (including fees and expenses of its counsel) and the cost of their respective personnel, and all costs and expenses related to the delivery of the Notes to the Initial Purchasers and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, and (D) the qualification of the Notes for offer and sale under the securities or Blue Sky Memoranda laws of the several states (including, without limitation, filing fees and any Legal Investment Survey fees and disbursements of the Initial Purchasers’ counsel relating to such registration or qualification and the furnishing to the Agents preparation of memoranda related thereto); (ii) all fees and dealers of copies expenses of the Registration Statement, counsel and accountants of the General Disclosure Package and the Prospectus, including mailing and shipping, as herein providedCompany Entities; (viiiiii) payable to all expenses and listing fees in connection with the application for quotation of the Series A Notes in The Portal Market (“PORTAL”) of The NASDAQ Stock Market, Inc.; (iv) all fees and expenses (including fees and expenses of counsel) of the Company Entities in connection with approval of the Notes by DTC for “book-entry” transfer; (v) all fees charged by rating agencies in connection with the rating of the Notes; (ixvi) the reasonable fees costs and disbursements charges of counsel for any transfer agent, registrar and/or depositary (including DTC); (vii) all costs and expenses of the Agents incurred Registered Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, as set forth in the Registration Rights Agreement; (viii) all costs and expenses in connection with the offering creation and sale perfection of the NotesSecurity Interests (including, without limitation, filing and recording fees, search fees and taxes); (ix) all fees and expenses (including any opinions to be rendered reasonable fees and expenses of counsel) incurred by such counsel hereunderthe Initial Purchasers in connection with the preparation, negotiation and execution of the Transaction Documents and the consummation of the Transactions; (x) all costs and expenses of the Transactions; and (xxi) any advertising all other costs and out-of-pocket expenses incurred by incident and necessary to the Agentsperformance of the obligations of the Company Entities for which provision is not otherwise made in this section.

Costs and Expenses. The Company covenants and agrees with each will pay or reimburse if paid by the Placement Agent that the Company will, whether or not any sale of Notes is consummated, pay all reasonable costs and expenses incident to the performance of its the obligations hereunder of the Company under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the each Preliminary Prospectus and the Prospectus, and any preliminary prospectus amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including in each case all exhibitscosts of mailing and shipment), amendments (ii) the registration, issue, sale and supplements thereto); delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 3(e), (including the reasonable legal fees and filing fees, and other disbursements of counsel to the Placement Agent in connection therewith), and, if reasonably requested by the Placement Agent, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agent and to dealers, (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) any filings required to be made by the Placement Agent or the Company with FINRA, and the reasonable fees, disbursements and other charges of counsel for the Placement Agent in connection therewith (including all COBRADesk fees), (vi) fees, disbursements and other charges of counsel to the Company (except as otherwise set forth below), (vii) listing fees, if any, for the listing or quotation of the Shares on the Nasdaq Global Market, (viii) fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) auditor incurred in connection with delivering the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or letter(s) described in connection with any Terms Agreement, the applicable AgentSection 5(i) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the NotesEscrow Agent, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and the reasonable out-of-pocket expenses of the Placement Agent (including the reasonable fees, disbursements and other charges of one counsel to the Placement Agent (in addition to (iii) and (v) above) in connection with the performance of services hereunder, and (xi) the costs and expenses of the Company in connection with the marketing of the offering and the sale of the Shares to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the Agentsofficers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show. Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Placement Agent pursuant to this Section 4 in an amount in excess of $75,000 in the aggregate (less the reasonable and documented fees, disbursements and other charges of counsel to the Company incurred in connection with such counsel's representation with respect to the matter described under the caption “Risk Factors—We may have a contingent liability arising out of a possible violation of Section 5 of the Securities Act of 1933 in connection with the distribution of a management presentation to prospective purchasers of our common stock” in the Preliminary Prospectus and the Prospectus) without the Company’s prior written consent.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of INVH, the Co-Guarantors and the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to accounting fees of INVH, the preparation, issuance, execution, authentication and delivery of Co-Guarantors or the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for INVH, the Co-Guarantors or the Company’s counsel ; (iii) all costs and accountants expenses related to the preparation, transfer and delivery of the Trustee and its counselSecurities to the Underwriters, including any transfer or other taxes payable thereon (if applicable); (iv) the transportation and other expenses incurred by or on behalf of INVH, the Co-Guarantors or Company representatives in connection with the registration or qualification and determination of eligibility for investment presentations to prospective purchasers of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Securities; (v) in connection with the listing cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Notes on Transaction Documents, the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, any stock exchangeBlue Sky survey, and, in each case, any supplements or amendments thereto; (vi) related to any the filing with fees of the Financial Industry Regulatory Authority, Inc.Commission; (vii) in connection with the printing filing fees and expenses (including word processing reasonable legal fees and duplication costsdisbursements) and delivery of this Agreement, the Indenture, incident to securing any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies required review by FINRA of the Registration Statement, terms of the General Disclosure Package and sale of the Prospectus, including mailing and shipping, as herein providedSecurities in an amount not to exceed $5,000; (viii) payable any costs relating to rating agencies in connection with the rating of Global Note, if any, representing the NotesSecurities; (ix) the costs and charges of any depositary; (x) the expenses (including reasonable fees and disbursements of counsel for the Agents Underwriters) incurred in connection with the offering and sale qualification of the NotesSecurities under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters) in an amount not to exceed $5,000; (xi) any opinions to be rendered fees charged by such counsel hereunderrating agencies for rating the Securities; (xii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (xxiii) the fees and expenses of the Trustee and any advertising paying agent (including related fees and expenses of any counsel to such parties). The Company shall not be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; provided that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsSecurities.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether Whether or not any sale the transactions contemplated hereunder are consummated or this Agreement becomes effective as to all of Notes its provisions or is consummatedterminated, the Issuer agrees to pay (i) all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Issuer under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all fees and expenses of legal counsel for the Issuer and of the Issuer’s independent accountants, all costs and expenses: (i) incident to expenses incurred in connection with the preparation, issuanceprinting, execution, authentication filing and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the General any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Disclosure Package, and the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) , except that the fees and disbursements of Issuer shall not be responsible for any printing or distribution costs incurred more than nine months after the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies effective date of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viiiii) payable to rating agencies in connection with the rating filing fees of the Notes; Commission and all costs, fees and expenses (ix) the reasonable including legal fees and disbursements of counsel for the Agents Underwriters) incurred by the Underwriters in connection with qualifying or registering all or any part of the Shares for offer and sale under applicable state and foreign securities laws and blue sky laws, including the preparation of a blue sky memorandum relating to the Shares and clearance of such offering with the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Shares; (iii) all fees and expenses of the Issuer’s transfer agent, printing of the certificates for the Shares and all transfer taxes, if any, with respect to the sale and delivery of the Shares to the several Underwriters, (iv) all fees and expenses in connection with qualification and inclusion of the Shares other than outstanding shares of Common Stock on the Nasdaq National Market, and (v) the cost of printing or producing any agreement among underwriters, this Agreement, closing documents (including compilations thereof) and any other documents in connection with the offering offering, purchase, sale and delivery of the Shares. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Issuer. The Issuer shall not, however, be required to pay for any of the Underwriters expenses, including fees and expenses of legal counsel (other than those related to qualification under NASD regulations and State securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any opinions failure, refusal or inability on the part of the Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure to satisfy said condition or to comply with said terms be due to the default or omission of any advertising and Underwriter, then the Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by the AgentsIssuer of the Shares.

Costs and Expenses. The Company covenants and agrees with each Agent the several Underwriters that the Company will, will pay or cause to be paid the following: (i) the reasonable out-of-pocket expenses incurred by the Underwriters in connection with the transactions contemplated hereby (regardless of whether or not any the sale of Notes the Shares is consummated), pay including, without limitation, legal fees and expenses of the Underwriters' counsel, marketing, syndication and travel expenses (up to $200,000); (ii) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees; (iii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares 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 Underwriters and dealers; (iv) the cost of printing or producing any agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents - 19 - (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (v) 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; (vi) the filing fees incident to securing any required review by FINRA of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the cost and charges of any transfer agent or registrar; (ix) the cost of an independent loan review and stress test prepared by a third party which will be available for due diligence review; and (x) all other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality which are not otherwise specifically provided for in this Section. The payment for reimbursement of the foregoing, all costs and expenses: expenses described in subsection (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; above (iiwhich is capped at $200,000) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions is a payment that is to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agentstreated as additional underwriting compensation.

Costs and Expenses. The Each of the Partnership and the Company covenants and agrees with each Agent that the Partnership and/or the Company will, whether or not any sale of Notes Securities is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; Securities, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); , (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes Securities under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including reasonable fees of counsel for the Agents (or such Agent) and their reasonable disbursements); , (viv) in connection with the listing of the Notes Securities on any stock exchange; , (viv) related to any filing with National Association of Securities Dealers, Inc. (the Financial Industry Regulatory Authority"NASD"), Inc.; (viivi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package Statement and the Prospectus, including mailing and shipping, as herein provided; , (viiivii) payable to rating agencies in connection with the rating of the Notes; Securities, (ixviii) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the NotesSecurities, including any opinions to be rendered by such counsel hereunder; hereunder and (xix) any advertising and reasonable out-of-pocket expenses incurred by the AgentsAgents in connection with the offering and sale of the Securities.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Notes and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Notes, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Notes for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Notes, including transfer agent and registrar fees, (f) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Notes, (g) the approval of the Notes is consummatedby DTC for “book-entry” transfer, pay (h) any fees charged by rating agencies for rating the Notes, (j) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all costs registration and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery offering of the Notes; (ii) incident to provided, that the preparation, printing Underwriters will bear and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) pay the fees and disbursements expenses of the Company’s Underwriters’ counsel and accountants and of the Trustee and its counsel; (iv) incurred except as specifically provided in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementthis Section 11), the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and Underwriters’ out-of-pocket expenses, and any advertising costs and expenses incurred by the AgentsUnderwriters incident to the public offering of the Notes.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel ; (iii) all costs and accountants expenses related to the transfer and delivery of the Trustee and its counselShares to the Underwriters, including any transfer or other taxes payable thereon; (iv) incurred any road show expenses of the Company (provided that the Company, on the one hand, and the Underwriters, on the other hand, will each pay 50% of the costs and expenses relating to the chartering of aircraft in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursementsroad show); (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as reasonably requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, Preliminary Prospectuses, the General Disclosure Package Issuer Free Writing Prospectuses and the ProspectusProspectus and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) (A) the FINRA filing fees and (B) reasonable expenses (including mailing reasonable legal fees and shipping, as herein provideddisbursements) up to $22,500 incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) payable all expenses and application fees related to rating agencies in connection with the rating listing of the NotesShares on of the New York Stock Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representations in Section 1(b) hereof; and (xii) the reasonable expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws (subject to the limitations of Section 4(f)) and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriters) up to $2,000. The Company shall not, however, be required to pay for any opinions of the Underwriter’s costs, expenses and fees, including, without limitation, any road show expenses of the Underwriters, the fees and disbursements of counsel for the Underwriters and any advertising expenses in connection with any offers the Underwriters make (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws as expressly provided in the immediately preceding paragraph), except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. In no event shall the Company be obligated to pay or reimburse any costs, expenses incurred by or fees of any Underwriter that defaults on its obligations to purchase the AgentsShares pursuant to the terms of this Agreement.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, agrees to bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Shares, the filing fees of the SEC, the fees and expenses of the Company's counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and, if applicable, the delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all fees and expenses relating to the listing of the Shares for trading on the New York Stock Exchange, (h) all reasonable travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided, all that the Underwriters will bear and pay the fees and expenses of the Underwriters' counsel (except as provided in this Section 11), the Underwriters' out-of-pocket expenses, and any advertising costs and expenses: (i) expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; (ii) incident to Shares. If this Agreement is terminated by you in accordance with the preparation, printing and filing under the Securities Act provisions of the Registration StatementSection 10(b), the General Disclosure Package, Company shall reimburse the Prospectus and any preliminary prospectus (including in each case Underwriters for all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusout-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure PackageStatement (including financial statements and exhibits), the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) preparation and delivery of this Agreement, the Indenture, any preliminary and supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, memoranda (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Underwriter’s counsel in connection with due diligence, review of the Registration Statement and the Prospectus, FINRA filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company, (vii) during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and selected dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered XxXxxxxx & Company, Inc. , 2010 delivered in connection with the offer and sale of the Shares by such counsel hereunder; you and by selected dealers, (viii) filing fees with FINRA in connection with the Public Offering, (ix) filing fees and costs associated with the inclusion of the Shares for trading on the NASDAQ Global Market, (x) any advertising the costs of all informational and/or investor due diligence meetings and out-of-pocket expenses incurred (xi) the performance by the AgentsCompany of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Notes and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Notes, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Notes for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Notes, including transfer agent and registrar fees, (f) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Notes, (g) the approval of the Notes is consummatedby DTC for “book-entry” transfer, pay (h) any fees charged by rating agencies for rating the Notes, (j) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all costs registration and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery offering of the Notes; provided, that the Underwriters will bear and pay the fees and expenses of the Underwriters’ counsel (ii) except as specifically provided in this Section 11), the Underwriters’ out-of-pocket expenses, and any advertising costs and expenses incurred by the Underwriters incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating public offering of the Notes; (ix) provided further, however, the Company will reimburse the Underwriters for all reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses (including fees and disbursements of counsel) incurred by the AgentsUnderwriters in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Representatives, if (a) the Company shall fail to tender the Notes for delivery to the Underwriters for any reason or (b) the Underwriters shall decline to purchase the Notes for any reason permitted under Section 6 of this Agreement, except that the Company shall not be obligated for such reimbursement if the Underwriters decline to purchase the Notes for any of the reasons specified in Sections 6(f)(i)(a), 6(g)(i), 6(g)(ii), 6(g)(iii) (but only to the extent of a suspension or material limitation on trading of securities generally on the NYSE), 6(g)(iv) and 6(g)(v).

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the General Disclosure Packageeach preliminary prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) preparation and delivery of this Agreement, the Indenture, any preliminary and supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Underwriter’s counsel in connection with due diligence, review of the Registration Statement and the Prospectus, NASD filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company, (vii) during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and selected dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, each preliminary prospectus and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Shares by such counsel hereunder; you and by selected dealers, (viii) filing fees with the NASD in connection with the Public Offering, (ix) filing fees and costs associated with the inclusion of the Shares for trading on The Nasdaq Stock Market, Inc. (“Nasdaq”), (x) any advertising the costs of all informational and/or investor due diligence meetings and out-of-pocket expenses incurred (xi) the performance by the Agents.Company of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement. XxXxxxxx & Company, Inc. July , 2006

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, Issuer will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Issuer under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesIssuer; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Issuer; (viii) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authoritypreparing, Inc.; (vii) in connection with the filing, printing (including word processing and duplication costs) and delivery of this Agreementdelivering to, or as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the registration statement (and any amendment thereto) under the Exchange Act for the Issuer’s Common Stock, the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky laws (including mailing the reasonable and shippingdocumented legal fees and filing fees and other disbursements of outside counsel for the Underwriters, as herein providedup to a maximum of $15,000) and the printing and furnishing of copies of any Blue Sky surveys or legal investment surveys to the Underwriters and to dealers; (iv) the filing fees of the Commission; (v) any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters and the costs and expenses of qualifying the Shares for inclusion in the book-entry settlement system of the Depositary Trust Company; (vi) the filing fees and expenses (including reasonable and documented legal fees and disbursements of outside counsel for the Underwriters, up to a maximum of $35,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (vii) the initial listing fee of the New York Stock Exchange and any related fees; and (viii) payable the costs and expenses relating to rating agencies presentations or meetings undertaken in connection with the rating marketing of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the NotesShares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel (including fifty percent (50%) of the cost of any opinions aircraft chartered in connection with the road show), lodging and other expenses of Issuer personnel. The Issuer shall not, however, be required to pay for any of the Underwriters’ expenses (other than those contemplated in clauses (iii) and (vi) of the prior paragraph, subject to any maximum amounts provided for therein), including, for the avoidance of doubt, the travel (including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of the Underwriters incurred in connection with the road show presentations, except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Issuer to sell and deliver the Shares required to be rendered delivered as and when specified in this Agreement, other than by such counsel hereunder; reason of the default or omission of any Underwriter, then the Issuer shall reimburse the several Underwriters for reasonable and (x) any advertising and documented out-of-pocket expenses expenses, including all fees and disbursements of counsel, reasonably incurred in connection with marketing the Shares or in contemplation of performing their obligations hereunder; provided, however, that for purposes of this Section, the Issuer shall in no event be liable to the several underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether (a) Whether or not any this Agreement becomes effective or the sale of Notes the Firm Units or Option Units to the Underwriters is consummated, the Company will pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreementthis Agreement by the Company, including without limiting but not limited to the generality fees and expenses of counsel to the Company and of the foregoing, all Company's accountants; the costs and expenses: (i) expenses incident to the preparation, issuanceprinting, execution, authentication filing and delivery of the Notes; (ii) incident to the preparation, printing and filing distribution under the Securities Act of the Registration StatementStatement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus, as amended or supplemented, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements fee of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred NASD in connection with the registration or qualification and determination of eligibility for investment filing required by the NASD relating to the offering of the Notes under Units contemplated hereby; all expenses, including reasonable fees (but not in excess of the laws of such jurisdictions as the Agents (or amount set forth in connection with any Terms Agreement, the applicable AgentSection 3(b)) may designate (including fees and disbursements of counsel for to the Agents (or such Agent) and their disbursements); (v) Underwriters, in connection with the listing qualification of the Notes on any stock exchange; (vi) related to any filing with Units and Unit components under the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any State Securities or Blue Sky Memoranda Laws which we shall mutually designate; the cost of printing and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and each Preliminary Prospectus, the Prospectus, including mailing this Agreement, the Selling Agreement and shippingthe Blue Sky Memorandum; the cost of printing the certificates representing the components comprising the Units, as herein provided; expenses of Company due diligence meetings and presentations. The Company shall pay any and all taxes (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales to the Underwriters hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be rendered by such counsel hereunder; and (xattached to the Prospectus as called for in Section 3(a) any advertising and out-of-pocket expenses incurred by the Agentsof this Agreement except as otherwise set forth in said Section.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Securities and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Investors of the Securities, the filing fees of the SEC, the fees and expenses of the Company's counsel and accountants and the fees and expenses of counsel for the Placement Agents, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other offering documents, including the Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Placement Agents, (d) the registration or qualification of the Securities for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay (e) the filing fees of the NASD (if any) and fees and disbursements of counsel to the Placement Agents relating to any review of the offering by the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Securities, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Shares and the Investor Warrant Shares for trading on The Nasdaq SmallCap Market, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Securities, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all registration and offering of the Securities; that the Placement Agents will bear and pay any advertising costs and expenses: (i) expenses incurred by the Placement Agents incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; (ii) incident Securities. The Company agrees to reimburse the preparationRepresentative, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility upon request made from time to time for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket reimbursable fees and expenses incurred of legal counsel and other advisors which reimbursable fees and expenses shall not exceed $75,000 in the aggregate without the advance written approval of the Company. The Company shall reimburse the Placement Agents within 30 days of receiving an invoice (and such other supporting documentation as may be reasonably requested by the AgentsCompany) from the Placement Agents for such costs and expenses, provided that any such invoice submitted to the Company at least one business day prior to the Closing Date shall be paid by the Company at the Closing.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure PackageStatement (including financial statements and exhibits), the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) preparation and delivery of this Agreement, the Indenture, any preliminary and supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, memoranda (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Underwriter’s counsel in connection with due diligence, review of the Registration Statement and the Prospectus, FINRA filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company, (vii) during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and selected dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Shares by such counsel hereunder; you and by selected dealers, (viii) filing fees with FINRA in connection with the Public Offering, (ix) filing fees and costs associated with the inclusion of the Shares for trading on the NASDAQ Global Market, (x) any advertising the costs of all informational and/or investor due diligence meetings and out-of-pocket expenses incurred (xi) the performance by the AgentsCompany of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the General Disclosure Packageeach preliminary prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Units are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Series B Preferred Stock and Warrants, including any stamp tax in connection with the original issuance of the Series B Preferred Stock and Warrants, (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) preparation and delivery of this Agreement, the Indenture, any preliminary and supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, memoranda (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Units for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Underwriter’s counsel in connection with due diligence, review of the Registration Statement and the Prospectus, FINRA filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company, (vii) during the period specified in Section 6(e) above but not exceeding nine months after the date on which the Units are first offered to the public, delivery to the Underwriter and selected dealers through whom Units may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, each preliminary prospectus and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Units may be sold in connection with the offering and sale of the NotesUnits and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Units by such counsel hereunder; you and by selected dealers, (viii) filing fees with FINRA in connection with the Public Offering, (ix) filing fees and costs associated with the inclusion of the Series B Preferred Stock and Warrants for trading on the NASDAQ Global Market, (x) any advertising the costs of all informational and/or investor due diligence meetings and out-of-pocket expenses incurred (xi) the performance by the AgentsCompany of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement.

Costs and Expenses. The Company covenants Partnership will bear and agrees with each Agent that pay the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality registration of the foregoingUnits and public offering thereof, including, without limitation, (a) all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus expenses (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (ivtransfer taxes) incurred in connection with the registration or qualification and determination of eligibility for investment delivery to the Underwriters of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms AgreementUnits, the applicable Agent) may designate (including filing fees of counsel for the Agents (or such Agent) SEC, the fees and their disbursements); (v) in connection with the listing expenses of the Notes on any stock exchange; Partnership's counsel and accountants, (vib) related to any filing with the Financial Industry Regulatory Authoritypreparation, Inc.; (vii) in connection with the printing (including word processing printing, filing, delivery and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies shipping of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package and Package, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 6(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including mailing the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and shippingPowers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel may be reasonably requested for the Agents incurred use in connection with the offering and sale of the NotesUnits, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 6(d) hereof) to the Underwriters, as may be reasonably requested for use in connection with the offering and sale of the Units, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any opinions Blue Sky Memoranda or related analysis, (e) the filing fees of the NASD (if any) and reasonable fees and disbursements of counsel to be rendered the Underwriter relating to any review of the offering by such counsel hereunder; the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Units for trading on the AMEX, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units, and (xi) all of the other costs and expenses incident to the performance by the Partnership of the registration and offering of the Units; provided, that (except as otherwise provided in this Section 14) the Underwriters will bear and pay all of their own costs and expenses, including the fees and expenses of the Underwriters' counsel, the Underwriters' transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Units. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 13(a) (other than pursuant to Sections 9(i)(i), (iii), (iv) or (v)), the Partnership shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses incurred by expenses, including the Agentsreasonable fees and disbursements of counsel to the Underwriters.

Costs and Expenses. The Company covenants Partnership will bear and agrees pay the costs and expenses incident to the registration of the Units and public offering thereof, including, without limitation: (a) all expenses (including transfer taxes) incurred in connection with the delivery to the several Underwriters of the Units, the filing fees of the Commission, the fees and expenses of the Partnership’s counsel and accountants; (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus, the Company willFinal Prospectus, whether each Issuer Free Writing Prospectus and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters’ Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing; (c) the furnishing of copies of such documents to the Underwriters; (d) the registration or qualification of the Units for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis; (e) the filing fees of FINRA (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by FINRA; (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees; (g) all fees and expenses relating to the authorization of the Units for trading on the NYSE; (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the offering of the Units; (i) the costs and expenses of the Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the representatives and officers of the Partnership and any such consultants and (j) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Partnership of the foregoingregistration and offering of the Units; provided, that (except as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements expenses of the Company’s Underwriters’ counsel and accountants and of the Trustee and its counsel; (iv) incurred Underwriters’ transportation expenses. If this Agreement is terminated by the Underwriters in connection accordance with the registration or qualification and determination provisions of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms AgreementSection 10(a), the applicable Agent) may designate (including fees Partnership shall reimburse the Underwriters for all of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willPartnership agrees, whether or not any sale of Notes the transactions contemplated by this Agreement are consummated or this Agreement is consummatedterminated, to pay all the costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparationauthorization, issuance, execution, authentication sale and delivery of the NotesSecurities and any taxes payable in connection therewith; (ii) incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) the printing (or reproduction), distribution (including any form of electronic distribution) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the General Disclosure Packageeach Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any preliminary prospectus (including of them, as may, in each case all exhibitscase, amendments be reasonably requested for use in connection with the offering and supplements thereto); (iii) the fees and disbursements sale of the Company’s counsel and accountants and of the Trustee and its counselSecurities; (iv) incurred the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the registration or qualification original issuance and determination of eligibility for investment sale of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Securities; (v) in connection with services provided by the listing of the Notes on any stock exchangetransfer agent or registrar; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsor reproduction) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any Legal Investment Survey registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the furnishing reasonable fees and expenses of counsel for the Underwriters relating to the Agents such registration and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein providedqualification); (viii) payable any filings required to rating agencies in connection be made with FINRA (including filing fees and the rating reasonable fees and expenses of counsel for the NotesUnderwriters relating to such filings); (ix) the reasonable fees transportation and disbursements other expenses incurred by or on behalf of counsel for representatives of the Agents incurred Partnership Entities in connection with the offering and sale presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership Entities; (xi) any fees charged by rating agencies for rating the Notes, ; (xii) the fees and expenses of the Trustee and paying agent (including related fees and expenses of any opinions to be rendered by counsel for such counsel hereunderparties); and (xxiii) all other costs and expenses incident to the performance of the obligations of the Partnership Entities under this Agreement; provided, that, except as provided in this Section 5(j) and in Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Securities that they may sell and the expenses of advertising and out-of-pocket expenses incurred any offering of the Securities made by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated, the Company willwill pay (directly or by reimbursement) all costs, whether expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) the fees and expenses of the Trustee and counsel for the Trustee; (iv) rating agency fees, if any; (v) the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriter and dealers of copies thereof and of this Agreement, any Selected Dealers Agreement, the Underwriter's Selling Memorandum, the Blue Sky Memorandum and any supplements or not amendments thereto (excluding, except as provided below, fees and expenses of counsel to the Underwriter); (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements of counsel for the Underwriter) incident to securing any required review by the NASD of the terms of the sale of the Notes; (viii) listing fees, if any; (ix) transfer taxes and the expenses, including the fees and disbursements of counsel for the Underwriter incurred in connection with the qualification of the Notes is consummated, pay under state securities or blue sky laws; (x) the costs of preparing the Notes; (xi) the costs and fees of any registrar or transfer agent; and (xii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. In addition, the Company will pay all travel and under any applicable Terms Agreement, including without limiting the generality lodging expenses incurred by management of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or Company in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. The Company shall not, however, be required to pay for any of the Underwriter's expenses (other than those related to qualification of the Notes under state securities or blue sky laws and those incident to securing any required review by the NASD of the terms of the sale of the Notes) except that, including if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied or by reason of any opinions failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered performed, unless such failure to satisfy said condition or to comply with said terms shall be due to the default or omission of the Underwriter, then the Company shall promptly upon request by such counsel hereunder; and (x) any advertising and the Underwriter reimburse the Underwriter for all out-of-pocket expenses accountable expenses, including fees and disbursements of counsel, incurred in connection with investigating, marketing and proposing to market the Notes or in contemplation of performing its obligations hereunder; but the Company shall not in any event be liable to the Underwriter for damages on account of loss of anticipated profits from the sale by it of the AgentsNotes.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Statutory Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and reasonable and documented expenses (including related fees and expenses of counsel for the Underwriter) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on NASDAQ; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the reasonable and documented expenses of the Underwriter, including the related fees and disbursements of counsel for the Underwriters, incident to the offer and sale of the Shares under this Agreement by the Underwriter, and (xii) the reasonable and documented expenses, including the related fees and expenses of counsel for the Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws and the preparation, including any opinions printing and distribution of a Blue Sky memorandum. Notwithstanding the foregoing, in no event shall the amount of expenses reimbursed to be rendered by such counsel hereunder; the Underwriters in connection with clauses (vii), (xi) and (xxii) any advertising and out-of-pocket expenses incurred by above exceed $50,000 in the Agentsaggregate.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, shall pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (Company; the cost of printing and delivering to, or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementas requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and Preliminary Prospectuses, the Prospectus, including mailing the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and shipping, as herein providedany supplements or amendments thereto; (viii) payable to rating agencies in connection with the rating filing fees of the NotesCommission; the filing fees and expenses (ixincluding reasonable legal fees and disbursements) incident to securing any required review by the NASD of the terms of the sale of the Shares; the fees and expenses associated with including the shares on the Nasdaq National Market; and expenses, including the reasonable fees and disbursements of counsel for the Agents Underwriters, to the extent incurred in connection with the offering qualification of the Shares under state securities or Blue Sky laws or the provincial securities laws of Canada. The Company agrees to pay all costs and expenses of the Underwriters incident to the offer and sale of Directed Shares by the NotesUnderwriters to employees and persons having business and other relationships with the Company and its Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters other expenses including (a) the fees and expenses of their counsel (other than those related to qualification under NASD regulation, state securities or Blue Sky laws and the Directed Share Program), (b) other professional fees (excluding the fees and expenses of Inspection & Valuation International, Inc.), (c) the customary costs and expenses of the roadshow and any other meetings with prospective investors, (d) the costs and expenses of travel of the Representatives and the other Underwriters (e) the costs and expenses of any other consultants and experts specifically retained by the Representatives (other than Inspection & Valuation International, Inc.) and (f) all arrangements relating to the preparation, issuance and delivery of any certificates evidencing the Shares, including the fees of any opinions transfer agent or similar entity, except in all cases that, if the sale of the Shares pursuant to Section 2 hereof shall not be consummated because the conditions in Section 6 hereof are not satisfied, because this Agreement is terminated by the Representatives pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to any advertising and default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; provided, however, that the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the General Disclosure Packageeach preliminary prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 5(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the fees preparation and disbursements delivery by counsel to the underwriter of the Company’s counsel preliminary and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any supplemental Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, (including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter relating thereto), (iv) the registration or qualification, if required, of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(f) above (including the fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company and the reasonable fees and expenses of counsel for the Underwriter, (vi) during the period specified in Section 5(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the Registration Statement, the Prospectus, each preliminary prospectus and amendments or supplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Shares by such counsel hereunderyou and by dealers, (vii) filing fees with the NASD in connection with the Public Offering, (viii) filing fees and costs associated with the inclusion of the shares for trading on the NASDAQ SmallCap Market; (ix) the costs of all informational and/or investor due diligence meetings and (x) any advertising and out-of-pocket expenses incurred the performance by the AgentsCompany of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses except as otherwise provided in this Agreement.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, to pay all costs costs, fees and expenses incident to incurred in connection with the performance of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: limitation (i) all expenses incident to the preparation, issuance, execution, authentication issuance and delivery of the Notes; Offered ADSs, (ii) incident all fees and expenses of the Depositary, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered ADSs to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and filing under the Securities Act distribution of the Registration StatementStatement (including financial statements, exhibits, schedules, consents and certificates of experts), the General Disclosure PackageADS Registration Statements, the Prospectus Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); , and this Agreement, (iiivi) all filing fees, attorneys’ fees and expenses incurred by the Company or reasonably incurred by the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Representatives of such qualifications, registrations and exemptions, (vii) the costs and expenses incurred reasonably incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered ADSs, including any related FINRA filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered ADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and of the Underwriters and any such consultants and (ix) the fees and expenses associated with listing the Offered ADSs on the NASDAQ Global Market. Except as provided in this Section 5 or in Section 7 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of counsel to the Company’s counsel and accountants and Underwriters. The Underwriters agree to pay a fee of $25,000 to Trout Capital LLC, a FINRA member, for referral services provided to the Trustee and its counsel; (iv) incurred Underwriters in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agentsoffering.

Costs and Expenses. The Company covenants Partnership will bear and agrees with each Agent that pay the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality registration of the foregoingUnits and public offering thereof, including, without limitation, (a) all costs and expenses: expenses (iincluding stock transfer taxes) incident incurred in connection with the delivery to the preparation, issuance, execution, authentication and delivery Underwriters of the Notes; Units, the filing fees of the Commission, and the fees and expenses of the Partnership’s counsel and accountants, (iib) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including any exhibits thereto), any Preliminary Prospectus, the General Disclosure PackageFinal Prospectus, the each Issuer Free Writing Prospectus and any preliminary prospectus amendment or supplement thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel to the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the Underwriters relating to such registration or qualification and determination qualification, (e) the filing fees incident to securing the review, if applicable, of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (viif) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Units for trading on the NASDAQ, (h) all travel expenses, including airfare and accommodation expenses, of representatives of the Partnership in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies offering of the Registration StatementUnits, (i) the General Disclosure Package costs and expenses of the Prospectus, including mailing and shipping, as herein provided; (viii) payable Partnership relating to rating agencies investor presentations on any “road show” undertaken in connection with the rating marketing of the Notesoffering of the Units, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the representatives and officers of the Partnership and any such consultants and (j) all of the other costs and expenses incident to the performance by the Partnership of the registration and offering of the Units; provided, that (ixexcept as otherwise provided in this Section 11) the Underwriters will bear and pay all of their own costs and expenses, including the fees and expenses of counsel, the Underwriter’s transportation expenses, including airfare and accommodation expenses, and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Units. If this Agreement is terminated by you in accordance with the provisions of Section 10(a), the Partnership shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants Issuer will bear and agrees pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Shares, the filing fees of the Commission, the fees and expenses of the Issuer’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Agent that Preliminary Prospectus, the Company willProspectus, whether the Disclosure Package, each Issuer Free Writing Prospectus and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Master Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters’ Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states, pay including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the FINRA (if any) and reasonable fees and disbursements of counsel to the Underwriters relating to any review of the offering by the FINRA, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees in connection with the issuance of the Shares, (g) all fees and expenses relating to the authorization of the Shares for trading on the Nasdaq Global Market, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Issuer in connection with the offering of the Shares, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Issuer of the foregoingregistration and offering of the Shares; provided, that (except as otherwise provided in this Section 5) the Underwriters will bear and pay all of their own costs and expenses: (i) , including the fees and expenses of the Underwriters’ counsel, the Underwriters’ transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; Shares. If this Agreement is terminated by the Representative in accordance with the provisions of Section 11(a) (ii) incident other than pursuant to the preparationSections 6(h)(i), printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; ), (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementv)), the applicable Agent) may designate (including fees Issuer shall reimburse the Underwriters for all of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusreasonable out-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is prevented from becoming effective under Section 10 hereof or is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Shares, the filing fees of the SEC, and the fees and expenses of the Company's counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the NASD (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Shares for trading in the Nasdaq National Market, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided, all that the Underwriters will bear and pay the fees and expenses of the Underwriters' counsel (except as provided in this Section 11), the Underwriters' out-of-pocket expenses, and any advertising costs and expenses: (i) expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the NotesShares; (ii) and provided further that the Underwriters will, upon consummation of the transactions contemplated hereby, reimburse the Company for up to $75,000 of the costs and expenses incident to the preparation, printing and filing under the Securities Act registration of the Registration StatementShares and public offering thereof actually incurred by the Company, as set forth above. If this Agreement is terminated by you in accordance with the provisions of Section 10(c), the General Disclosure PackageCompany shall reimburse the Underwriters for all of their out-of-pocket expenses, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is prevented from becoming effective under Section 10 hereof or is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (i) all expenses (including stock transfer taxes) incurred in connection with the delivery to the Underwriters of the Shares, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (ii) the preparation, printing, filing, delivery and shipping of the Registration Statement, the Prospectus and any amendments or supplements thereto, (iii) the furnishing of copies of such documents to the Underwriters, (iv) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the fees and disbursements, if any, of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky memoranda or related analysis, (v) the filing fees of the NASD (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by the NASD, (vi) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (vii) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (viii) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, and (ix) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided further, all that the Underwriters will bear and pay the fees and expenses of the Underwriters’ counsel (except as provided in this Section 11), the Underwriters’ out-of-pocket expenses, and any advertising costs and expenses: (i) expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; Shares. If this Agreement is terminated by you in accordance with the provisions of Section 10(b) because of a failure to satisfy the conditions set forth in Sections 6(a), (iib), (c), (f), (g) incident to the preparationor (i), printing and filing under the Securities Act or because of the Registration Statementinaccuracy of any of the representations and warranties of the Company and the Operating Partnership contained in this Agreement or the failure of the Company or the Operating Partnership to perform their covenants and obligations in this Agreement, the General Disclosure PackageCompany and the Operating Partnership shall reimburse the Underwriters for all of their reasonable out of pocket expenses, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is prevented from becoming effective under Section 10 hereof or is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Shares, the filing fees of the SEC, the fees and expenses of the Company's counsel and accountants and the fees and expenses of counsel for the Company and the Selling Shareholder, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(e) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(e) hereof) to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes the various states and other jurisdictions, including the fees and disbursements of counsel to the Underwriters (not to exceed $5,000) relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) the filing fees of the NASD (if any) and disbursements of counsel to the Underwriters relating to any review of the offering by the NASD, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all fees and expenses relating to the authorization of the Shares for trading on The Nasdaq National Market, (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, (i) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; (j) the Selling Shareholder's pro rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian, and (k) all expenses (including stock transfer taxes) incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder, provided, that the Selling Shareholder, whether or not the transactions contemplated hereby are consummated or this Agreement is consummatedprevented from becoming effective under Section 10 hereof or is terminated, will pay or cause to be paid all costs and expenses incident to the performance of its such Selling Shareholder's obligations hereunder which are not otherwise specifically provided for in this Section, and under any applicable Terms Agreementprovided further, including without limiting however, that the generality Underwriters will bear and pay the fees and expenses of the foregoingUnderwriter's counsel (other than as specifically set forth above), all the Underwriters; out-of-pocket expenses, and any advertising costs and expenses: (i) expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the Notes; (iiShares. If this Agreement is terminated by you in accordance with the provisions of Section 10(c) incident to shall reimburse the preparationUnderwriters for all of their out-of-pocket expenses, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willPartnership agrees, whether or not any sale of Notes the transactions contemplated by this Agreement are consummated or this Agreement is consummatedterminated, to pay all the costs and expenses incident relating to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expensesfollowing matters: (i) incident to the preparationauthorization, issuance, execution, authentication sale and delivery of the NotesUnits and any taxes payable in connection therewith; (ii) incident to the preparation, printing or reproduction and filing under with the Securities Act Commission of the Registration StatementStatement (including financial statements and exhibits thereto), any Preliminary Prospectus, the General Disclosure Package, the Final Prospectus and any preliminary prospectus (including in Issuer Free Writing Prospectus, and each case all exhibits, amendments and supplements thereto)amendment or supplement to any of them; (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents printing (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costsreproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of such copies of the Registration Statement, the General Disclosure Package and the each Preliminary Prospectus, including mailing the Final Prospectus and shippingeach Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as herein provided; (viii) payable to rating agencies may, in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel each case, be reasonably requested for the Agents incurred use in connection with the offering and sale of the NotesUnits; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any opinions stamp or transfer taxes in connection with the original issuance and sale of the Units; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (vii) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (viii) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (ix) any filings required to be rendered made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (x) the transportation and other expenses incurred by such or on behalf of representatives of the DCP Parties in connection with presentations to prospective purchasers of the Units; (xi) the fees and expenses of the Partnership’s accountants and the fees and expenses of counsel hereunder(including local and special counsel) for the DCP Parties; and (xxii) all other costs and expenses incident to the performance of the obligations of the DCP Parties under this Agreement; provided that, except as provided in this Section 5(j) and in Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Units that they may sell and the expenses of advertising and out-of-pocket expenses incurred any offering of the Units made by the AgentsUnderwriters.

Costs and Expenses. 6.1 The Company covenants and agrees with each Agent that Fund will pay no fee or other compensation to the Company willunder this Agreement, whether except as provided below: (a) if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing; (b) the Fund may pay fees to the Company for administrative services provided to Contract owners that are not any primarily intended to result in the sale of Notes is consummated, pay all costs and shares of the Designated Portfolio or of underlying Contracts. 6.2 All expenses incident to performance by the performance Fund of its obligations hereunder this Agreement will be paid by the Fund to the extent permitted by law. All shares of the Designated Portfolios will be duly authorized for issuance and under any registered in accordance with applicable Terms Agreementfederal law and, to the extent deemed advisable by the Fund, in accordance with applicable state law, prior to sale. The Fund will bear the expenses for the cost of registration and qualification of the Fund's shares, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statementlimitation, the General Disclosure Package, the Prospectus preparation of and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory AuthoritySEC of Forms N-SAR and Rule 24f-2 Notices and payment of all applicable registration or filing fees with respect to shares of the Fund; preparation and filing of the Fund's prospectus, Inc.SAI and registration statement, proxy materials and reports; (vii) in connection with typesetting the Fund's prospectus; typesetting and printing proxy materials and reports to Contract owners (including word processing the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and duplication costs) notices required by any federal or state law; all taxes on the issuance or transfer of the Fund's shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and delivery other costs associated with preparation of prospectuses and SAIs for the Designated Portfolios in electronic or typeset format, as well as any distribution expenses as set forth in Article III of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Shares, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (f) all fees and expenses relating to the authorization of the Shares for trading on the NYSE, (g) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares, (h) the approval of the Shares by DTC for “book-entry” transfer and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided, all that the Underwriters will bear and pay the fees and expenses of the Underwriters’ counsel (except as specifically provided in this Section 10), the Underwriters’ out‑of‑pocket expenses, and any advertising costs and expenses: (i) expenses incurred by the Underwriters incident to the preparation, issuance, execution, authentication and delivery public offering of the NotesShares; (ii) incident to the preparationprovided further, printing and filing under the Securities Act of the Registration Statementhowever, the General Disclosure Package, Company will reimburse the Prospectus and any preliminary prospectus (including in each case Underwriters for all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses (including fees and disbursements of counsel) incurred by the AgentsUnderwriters in connection with this Agreement and the proposed purchase of the Shares, and upon demand the Company shall pay the full amount thereof to the Underwriters, if (a) the Company shall fail to tender the Shares for delivery to the Underwriters for any reason or (b) the Underwriters shall decline to purchase the Shares for any reason permitted under Section 6 of this Agreement, except that the Company shall not be obligated for such reimbursement if the Underwriters decline to purchase the Shares for any of the reasons specified in Sections 6(f)(i)(a), 6(g)(i), 6(g)(ii), 6(g)(iii) (but only to the extent of a suspension or material limitation on trading of securities generally on the NYSE), 6(g)(iv) and 6(g)(v).

Costs and Expenses. The Company covenants Parties will bear and agrees with each Agent that pay the Company will, whether or not any sale of Notes is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality registration of the foregoingShares and public offering thereof, all costs including, without limitation, (a) the fees and expenses: expenses of the Company's accountants and the feesand expenses of counsel for the Company, (ib) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageeach Preliminary Prospectus, the Prospectus and any preliminary prospectus amendments or supplements thereto (including except as otherwise expressly provided in each case all exhibits, amendments and supplements thereto); Section 5(d) or (iiie) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agenthereof) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting, Inc.; (vii) in connection with the printing (including word processing delivery and duplication costs) and delivery shipping of this Agreement, the IndentureAgreement Among Underwriters, any the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda and any Legal Investment Survey and Memoranda, (c) the furnishing to the Agents and dealers of copies of such documents (except as otherwise expressly provided in Section 5(d) or (e) hereof) to the Registration StatementUnderwriters, (d) the General Disclosure Package registration or qualification of the Shares for offering and sale under the Prospectussecurities laws of the various states, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of Underwriters' counsel relating to such registration or qualification, (e) the fees payable to the NASD and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Agents incurred Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on Nasdaq/NMS, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.Shares and

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Investors of the Shares, the filing fees of the SEC, and the fees and expenses of the Company's counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Disclosure Package, any Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other offering documents, including the Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Placement Agent, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay (e) the filing fees of the NASD (if any), (f) the fees and disbursements of counsel to the Placement Agent relating to the Shares and the offering thereof, including, without limitation, relating to any review of the offering by the NASD, (g) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (h) all fees and expenses relating to the listing of the Shares for trading on The Nasdaq Global Market, (i) the costs and expenses relating to any investor presentations or any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers or representatives of the Company or the Placement Agent and any such consultants, and the cost of any aircraft chartered in connection with the road show and (j) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided, all that the Placement Agent will bear and pay any advertising costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsPlacement Agent incident to the offering of the Shares. Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Placement Agent for fees and expenses, including fees and expenses of counsel to the Placement Agent, in excess of $125,000 in the aggregate without the prior agreement of the Company. The Company shall reimburse the Placement Agent within 10 days of receiving an invoice (and such other supporting documentation as may be reasonably requested by the Company) from the Placement Agent for such costs and expenses.

Costs and Expenses. (a) The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs and expenses incident to the performance by it of its obligations hereunder and under any applicable Terms Agreementhereunder, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the General Disclosure Packageeach preliminary prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); to any of the foregoing, during the period specified in Section 5(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp tax in connection with the original issuance of the Shares, (iii) the filing fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions the several states as provided in Section 5(e) above, (iv) the Agents (or in connection with any Terms Agreement, fees and expenses of the applicable Agent) may designate (including Company’s accountants and the fees and expenses of counsel for the Agents (or such Agent) and their disbursements); Company, (v) during the period specified in connection with Section 5(e) above but not exceeding nine months after the listing of date on which the Notes on any stock exchange; (vi) related Shares are first offered to any filing with the Financial Industry Regulatory Authoritypublic, Inc.; (vii) in connection with delivery to the printing Underwriter and selected dealers through whom Shares may be sold (including word processing and duplication costs) and delivery of this Agreementpostage, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey air freight and the furnishing to the Agents expenses of counting and dealers packaging) of such copies of the Registration Statement, the General Disclosure Package Prospectus, each preliminary prospectus and amendments or supplements to the Registration Statement and the Prospectus, including mailing and shipping, Prospectus as herein provided; (viii) payable to rating agencies in connection with may be requested for use by the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the NotesShares and during such period of time thereafter as the Prospectus is required, including any opinions in the judgment of the Company or in the opinion of counsel for the Underwriter, to be rendered delivered in connection with the offer and sale of the Shares by such counsel hereunderyou and by selected dealers, (vi) filing fees with the NASD in connection with the Offering, (vii) filing fees and costs associated with the inclusion of the Shares for trading on Nasdaq; (viii) the costs of all informational and/or investor due diligence meetings and (xix) any advertising and out-of-pocket expenses incurred the performance by the AgentsCompany of its other obligations MxXxxxxx & Company, Inc. February 17, 2004 Page 11 under this Agreement.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willRemarketing Agents that, whether or not any sale of Notes is the transactions contemplated herein are consummated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the preparation, printing and filing of any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Remarketing Agents and Reset Agents; (ii) the cost of printing or producing this Agreement, any Blue Sky Memorandum, closing documents (including compilations thereof) and any other documents in connection with the Remarketing, including the reasonable fees and expenses of counsel to the Remarketing Agents preparing such Blue Sky Memorandum; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws and insurance securities laws as provided in Section 3(b) hereof; (iv) the filing fees in connection with securing any required review by the NASD of the terms of the Remarketing of the Notes; (v) the cost of preparing the Notes; (vi) fees, expenses and disbursements of the Trustee, any transfer agent or registrar, any agent of or counsel to any of the foregoing, in connection with the Notes, the Indenture or this Agreement; (vii) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Notes; and (viii) all other costs and expenses incident to the performance of its the obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoingCompany hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 6 and 8 hereof, the Remarketing Agents will pay all of their own costs and expenses: (i) incident to , including the preparationfees, issuance, execution, authentication disbursements and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees expenses of counsel for the Remarketing Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Reset Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable other than fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions expenses to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred borne by the AgentsCompany as specified in subsection (ii) above.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of ; the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Company; costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that regard, the cost of printing and delivering to, or as requested by, you copies of the Registration Statement, Preliminary Prospectus, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, any Blue Sky surveys and any supplements or amendments thereto; the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including without limitations, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants and 50% of the cost of any aircraft chartered in connection with the road show; the filing fees of the Commission, if any; legal fees and disbursements of Placement Agents’ Counsel up to $150,000; the filing fees and expenses (including legal fees and disbursements up to $15,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; the listing fee of the NASDAQ Global Select Market; the reasonable fees and expenses of the transfer agent, including the fees and disbursements of counsel for the transfer agent in connection with the Shares; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Placement Agents caused by a breach of the representation in Section 1(b)); and the expenses, including the fees and disbursements of counsel for the Placement Agents, incurred in connection with the offering and sale qualification of the NotesShares under state securities or Blue Sky laws. The Company shall not, including however, be required to pay for any opinions of the Placement Agents’ expenses (other than those agreed to in this section) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Manager pursuant to Section 8 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of you or any advertising and of the Placement Agents, the Company shall reimburse the several Placement Agents for reasonable out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to the Placement Agents for damages on account of loss of anticipated profits from the sale by them of the AgentsShares.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (ia) incident to accounting fees of the preparationCompany; (b) the fees and disbursements of counsel for the Company; (c) the cost of preparing, issuanceprinting and delivering to, executionor as requested by, authentication the Initial Purchaser copies of the Final Offering Memorandum, this Agreement, the Indenture, the Registration Rights Agreement and any other documents that may be required in connection with the offering, purchase, sale, issuance or delivery of the Notes; (iid) incident to the preparation, printing and filing under the Securities Act qualification of the Registration StatementNotes under securities laws in accordance with the provisions of Section 3(a) hereof, including filing fees and the General Disclosure Packagereasonable fees and disbursements of counsel for the Initial Purchaser in connection therewith and in connection with the preparation of the Blue Sky Survey, the Prospectus any supplement thereto and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto)Legal Investment Survey; (iiie) the fees and expense of the Trustee, including the reasonable fees and disbursements of the Company’s counsel and accountants and of for the Trustee and its counsel; (iv) incurred in connection with the registration or qualification Indenture and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)Notes; (vf) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) fees payable to rating agencies in connection with the rating of the Notes; (ixg) the reasonable any fees and disbursements of counsel for the Agents incurred payable in connection with the offering initial and continued designation of the Notes as PORTAL securities under the PORTAL Market pursuant to NASD Rule 5322; and (h) the listing fee of The NASDAQ National Market relating to the Conversion Shares. Any transfer taxes imposed on the sale of the NotesNotes to the Initial Purchaser will be paid by the Company. The Company, including however, shall not be required to pay for any opinions of the Initial Purchaser's expenses (other than those related to clause (d) above) except that, if this Agreement shall not be consummated because the conditions in Section 5 hereof are not satisfied, or because this Agreement is terminated by the Initial Purchaser pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) any advertising and failure to satisfy said condition or to comply with said terms be due to the default or omission of the Initial Purchaser, then the Company shall reimburse the Initial Purchaser for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to the Initial Purchaser for damages on account of loss of anticipated profits from the sale by them of the AgentsNotes.

Costs and Expenses. The Company covenants and agrees with each Agent that Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder and of the Company under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of counsel for the Company’s counsel ; (iii) all costs and accountants expenses related to the transfer and delivery of the Trustee and its counselShares to the Underwriters; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)roadshow expenses; (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as reasonably requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and any Preliminary Prospectus, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing reasonable legal fees and shipping, as herein provideddisbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $40,000; (viii) payable to rating agencies in connection with the rating cost of printing certificates, if any, representing the NotesShares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Agents Underwriters) incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters). The Company shall not, however, be required to pay for any opinions of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by such counsel hereunder; performed, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and (x) any advertising and documented out-of-pocket expenses expenses, including reasonable fees and disbursements of counsel incurred by in connection with investigating, marketing and proposing to market the AgentsShares or in contemplation of performing their obligations hereunder.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not any sale of Notes the transactions contemplated hereunder are consummated or this Agreement is consummatedterminated, will pay or reimburse if paid by the Underwriters all costs and expenses incident to the performance of its the obligations hereunder of the Company under this Agreement and under any applicable Terms Agreementin connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, all but not limited to costs and expenses: expenses of or relating to (i) incident to the preparation, issuanceprinting, executionfiling, authentication delivery and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act shipping of the Registration Statement, the General Disclosure Packageany Issuer Free Writing Prospectus, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration StatementStatutory Prospectus, the General Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing (including costs of mailing and shippingshipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as herein provided; the Representative shall designate, and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters, (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) any filing fees required to be made by the Underwriters or the Company with FINRA, (vi) fees, disbursements and other charges of counsel to the Company, (vii) listing fees, if any, for the listing or quotation of the Shares on the NASDAQ Global Market, (viii) payable fees and disbursements of the Company’s auditor incurred in delivering the letter(s) described in Section 6(f) of this Agreement, (ix) fees, disbursements and other charges of counsel to rating agencies the Underwriters (including those fees associated with clauses (iii) and (v) above) in an amount not to exceed $100,000, and (x) the costs and expenses of the Company and the Underwriters in connection with the rating marketing of the Notes; (ix) offering and the reasonable sale of the Shares to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and disbursements expenses of counsel for any consultants engaged with the Agents incurred prior written consent of the Company in connection with the offering road show presentations, travel, lodging and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket other expenses incurred by the Agentsofficers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show with the prior written consent of the Company; provided, however, the Company will not be obligated to pay any such costs or expenses of the Underwriters pursuant to Section 5(x) above in an amount exceeding $25,000 unless the Representative has obtained the Company’s prior written consent with respect to any costs or expenses exceeding $25,000.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its obligations hereunder and under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (i) incident to the preparation, issuance, execution, authentication and delivery accounting fees of the NotesCompany; (ii) incident all costs and expenses related to the preparation, printing and filing under the Securities Act delivery of the Registration StatementShares to the Underwriters, the General Disclosure Package, the Prospectus and including any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto)other taxes payable thereon; (iii) the costs and expenses of the Company relating to investor presentations on any “road show”, including expenses associated with the production of road show slides and graphics, fees and disbursements expenses of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred any consultants engaged in connection with the registration or qualification and determination of eligibility for investment road show presentations with the prior approval of the Notes under Company, travel and lodging expenses of the laws representatives, employees and officers of the Company and any such jurisdictions as consultants, and the Agents (or cost of any aircraft chartered in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements)road show; (v) in connection with the listing cost of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authorityprinting and delivering to, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreementor as requested by, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of Underwriters copies of the Registration Statement, the General Disclosure Package and Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, and in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including mailing legal fees and shippingdisbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares, as herein providedin an amount not to exceed $15,000 (excluding filing fees); (viii) payable all expenses and application fees related to rating agencies in connection with the rating listing of the NotesShares on NASDAQ; (ix) the reasonable cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Agents Underwriters, incurred in connection with the offering and sale qualification of the NotesShares under foreign or state securities or Blue Sky laws 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). The Company shall not, however, be required to pay for any opinions of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Agents.Shares..

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is consummated, will pay all costs costs, expenses and expenses fees incident to the performance of its the obligations hereunder of the Company and Selling Shareholder under any applicable Terms this Agreement, including including, without limiting the generality of the foregoing, all costs and expensesthe following: (ia) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the accounting fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ixb) the reasonable fees and disbursements of counsel for the Agents Company and the Selling Shareholder (except to the extent the Selling Shareholder is obligated to pay any expenses described below); (c) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (d) any roadshow expenses (except roadshow expenses incurred by the Underwriters); (e) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (f) the expenses relating to preparing and printing any Canadian “wrap” in connection with the offer and sale of the Shares in Canada and the expenses relating to the filing any Preliminary Prospectus or the Prospectus in jurisdictions in which the Shares may be offered or sold; (g) the filing fees of the Commission; (h) the filing fees and expenses (including reasonable and documented legal fees and disbursements in an amount not to exceed $15,000) incident to secure any required review by FINRA of the terms of the sale of the Shares; (i) the cost of printing certificates, if any, representing the Shares; (j) the costs and charges of any transfer agent, registrar or depositary; and (k) the expenses, including the reasonable and documented fees and disbursements of counsel for the Underwriters, incurred in connection with the offering qualification of the Shares under foreign or state securities or Blue Sky laws and the preparation, printing and distribution of a Blue Sky memorandum. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent it in connection with this offering, the fees and expenses of such counsel shall be borne by the Selling Shareholder. Any transfer taxes imposed on the sale of the NotesShares to the several Underwriters will be paid by the Selling Shareholder. Neither the Company nor the Selling Shareholder shall, including however, be required to pay for any opinions of the Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on their part to be rendered by performed, unless such counsel hereunder; and (x) failure, refusal or inability is due primarily to the default or omission of any advertising and Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable and documented fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Except as expressly provided in this Section, and Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses incurred by the Agentsconnected with any offers they may make.

Costs and Expenses. The Company covenants and agrees the Selling Stockholders will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and the printing, delivery and shipping of this Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky Memoranda, (c) the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of Underwriters' counsel relating to such registration or qualification, (e) the fees payable to the NASD and the Commission in connection with each Agent that their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the Nasdaq National Market, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company will, whether or not any sale in connection with the offering of Notes is consummated, pay the Shares and (j) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all costs registration and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery offering of the NotesShares; (ii) incident to provided, however, that the preparation, printing Underwriters will bear and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) pay the fees and disbursements expenses of the Company’s Underwriters' counsel and accountants and of the Trustee and its counsel; (iv) incurred If this Agreement is terminated by you in connection accordance with the registration or qualification and determination provisions of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms AgreementSection 10(c), the applicable Agent) may designate (including fees Company shall reimburse the Underwriters for all of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectusout-of-pocket expenses, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for to the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsUnderwriters.

Costs and Expenses. The Company covenants and agrees with each Agent that to pay, or reimburse if paid by the Company willseveral Underwriters, whether or not any sale of Notes the transactions contemplated hereby are consummated or this Agreement is consummated, pay all terminated: (a) the costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the foregoing, all costs and expenses: (i) incident to the preparationauthorization, issuance, executionsale, authentication preparation and delivery of the NotesSecurities to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus Prospectus, any amendments, supplements and exhibits thereto or any preliminary prospectus (including in each case all exhibitsdocument incorporated by reference therein and the costs of printing, amendments reproducing and supplements thereto)distributing any transaction document by mail, telex or other means of communications; (iiid) the fees and disbursements expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA, if any, of the terms of the sale of the Securities and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses, if any, (including related fees and expenses of counsel to the Underwriters) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers and “Blue Sky” memoranda; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Securities; and (i) all other costs and expenses incident to the offering of the Securities 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 of the Trustee travel and its counsel; (iv) other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or by Company personnel in connection with any Terms Agreement“road show” including, without limitation, any expenses advanced by the applicable Agent) may designate several Underwriters on the Company’s behalf (including which will be promptly reimbursed), but which shall exclude the fees and expenses of counsel for the Agents Underwriters, except as provided in clause (f) of this Section 5). If this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or such Agent) and their disbursements); (v) in connection with because this Agreement is terminated by the listing Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Notes on Company to perform any stock exchange; (vi) related to undertaking or satisfy any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery condition of this AgreementAgreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of the several Underwriters, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and Company shall reimburse the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the several Underwriters for reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to the several Underwriters for damages on account of loss of anticipated profits from the sale by the Agentsseveral Underwriters of the Securities.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Shares and offering thereof, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Investors of the Shares, the filing fees of the SEC, and the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other offering documents, including the Blue Sky Memoranda, and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Placement Agents, (d) the registration or qualification of the Shares for offering and sale under the securities laws of Notes is consummatedthe various states and other jurisdictions, pay (e) the filing fees of the NASD (if any), (f) the fees and disbursements of counsel to the Placement Agents relating to the Shares and the offering thereof, including, without limitation, relating to any review of the offering by the NASD, (g) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (h) all fees and expenses relating to the authorization of the Shares for trading on the American Stock Exchange, (i) the costs and expenses relating to any investor presentations or any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers or representatives of the Company or the Placement Agents and any such consultants, and the cost of any aircraft chartered in connection with the road show and (j) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoingregistration and offering of the Shares; provided, all that the Placement Agents will bear and pay any advertising costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating of the Notes; (ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses incurred by the AgentsPlacement Agents incident to the offering of the Shares. Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Placement Agents for fees and expenses in excess of $75,000 in the aggregate. The Company shall reimburse the Placement Agents within 10 days of receiving an invoice (and such other supporting documentation as may be reasonably requested by the Company) from the Placement Agents for such costs and expenses, provided that any such invoice submitted to the Company at least one business day prior to the Closing Date shall be paid by the Company at Closing.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether Whether or not any sale of Notes the Offering or the Transactions are consummated or this Agreement is consummatedterminated, to pay (i) all costs costs, expenses, fees and expenses taxes incident to and in connection with the performance of its the obligations hereunder of the Issuers and Subsidiary Guarantors under any applicable Terms this Agreement, including without limiting the generality of the foregoing, all costs and expensesincluding: (iA) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, Preliminary Offering Circular and the General Disclosure Package, the Prospectus Offering Circular and any preliminary prospectus (including in each case all exhibits, amendments and supplements theretothereto (including, without limitation, financial statements and exhibits); , and all preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith (iiiincluding the furnishing of copies of the foregoing to the Initial Purchaser and such other persons as the Initial Purchaser may designate), (B) the fees processing and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; distribution (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreementincluding, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authoritywithout limitation, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of, and performance under, each of this Agreementthe Documents and any other agreements or documents in connection with the Transactions, (C) the Indenturepreparation, issuance and delivery of the Notes, including the fees and expenses of the Trustee (including reasonable fees and expenses of its counsel) and all costs and expenses related to the delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon and (D) the qualification of the Notes for offer and sale under the securities or Blue Sky Memoranda laws of the several states (including, without limitation, filing fees and any Legal Investment Survey reasonable fees and disbursements of the Initial Purchaser's counsel relating to such registration or qualification and the furnishing preparation of memoranda related thereto), (ii) all fees and expenses of the counsel and accountants of the Issuers and Subsidiary Guarantors (except for any fees and expenses of Trump prior to the Agents Closing Date), (iii) all expenses and dealers of copies listing fees xx xonnection with the application for quotation of the Registration StatementSeries A Notes on the Private Offerings, Resales and Trading Automated Linkages ("PORTAL") market, (iv) all fees and expenses (including fees and expenses of counsel) of the General Disclosure Package and Issuers in connection with approval of the ProspectusNotes by DTC for "book-entry" transfer, including mailing and shipping, as herein provided; (viiiv) payable to all fees charged by rating agencies in connection with the rating of the Notes; , (ixvi) the all fees and expenses (including reasonable fees and disbursements expenses of counsel for counsel) of the Agents Trustee, (vii) all costs and expenses of the Registered Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, as set forth in the Registration Rights Agreement, (viii) all fees and expenses (including reasonable fees and expenses of counsel, subject to any limitations imposed by previous agreements between the parties) incurred by the Initial Purchaser in connection with the offering preparation, negotiation and sale execution of the Notes, including any opinions to be rendered by such counsel hereunder; Documents and the consummation of the Transactions and (xix) any advertising all other costs and out-of-pocket expenses incurred by incident and necessary to the Agentsperformance of the obligations of the Issuers and the Subsidiary Guarantors under this Agreement for which provision is not otherwise made in this section.

Costs and Expenses. The Company covenants and agrees with each Agent that the Company willCompany, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, will bear and pay the costs and expenses incident to the registration of the Notes and public offering thereof, including, without limitation, (a) all expenses (including transfer taxes) incurred in connection with the delivery to the Underwriters of the Notes, the filing fees of the SEC, the fees and expenses of the Company’s counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Notes for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of counsel to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Notes, including transfer agent and registrar fees, (f) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Notes, (g) the approval of the Notes is consummatedby DTC for “book-entry” transfer, pay (h) any fees charged by rating agencies for rating the Notes, (j) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and (i) all of the other costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting by the generality Company of the foregoing, all costs registration and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery offering of the Notes; provided, that the Underwriters will bear and pay the fees and expenses of the Underwriters’ counsel (ii) except as specifically provided in this Section 11), the Underwriters’ out‑of‑pocket expenses, and any advertising costs and expenses incurred by the Underwriters incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in connection with the rating public offering of the Notes; (ix) provided further, however, the Company will reimburse the Underwriters for all reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder; and (x) any advertising and out-of-pocket expenses (including fees and disbursements of counsel) incurred by the AgentsUnderwriters in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Representatives, if (a) the Company shall fail to tender the Notes for delivery to the Underwriters for any reason or (b) the Underwriters shall decline to purchase the Notes for any reason permitted under Section 6 of this Agreement, except that the Company shall not be obligated for such reimbursement if the Underwriters decline to purchase the Notes for any of the reasons specified in Sections 6(f)(i)(a), 6(g)(i), 6(g)(ii), 6(g)(iii) (but only to the extent of a suspension or material limitation on trading of securities generally on the NYSE), 6(g)(iv) and 6(g)(v).