Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 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 performed, unless such failure, refusal or inability 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 Securities 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 Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities 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 any of them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and Notes. Any transfer taxes imposed on the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses expenses, including fees and disbursements of counsel for the Underwriters (other than those related except with respect to qualification under FINRA regulations and State securities or Blue Sky laws) review as contemplated above), except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and Notes. Any transfer taxes imposed on the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky blue sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company and the Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD 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 performed, unless such failure, refusal or inability 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 reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 any of them of the SecuritiesShares.

Costs and Expenses. (a) The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal reasonable fees and disbursementsdisbursements of Underwriters’ counsel) incident to securing any required review by the 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 expenses, quotation of the Securities on the NASDAQ Capital Market; and any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including the filing fees and disbursements of fees for counsel relating to such memorandum, survey, registration and qualification). Notwithstanding the foregoing, (i) each party will pay for the Underwriters, their own hotel and commercial airfare expenses incurred in connection with the qualification presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits (the “Roadshow”); and (ii) 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 of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 satisfied by reason of any failure, failure or 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, failure or refusal or inability 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 Securities Units or in contemplation of performing their obligations hereunder; but the . The Company shall not in any event be liable required to pay for any of the several Underwriters for damages Underwriters’ expenses if this Agreement is terminated pursuant to Section 12 hereof. (b) The Company further agrees that, in addition to the expenses payable pursuant to Section 5(a), on account the Closing Date it will pay to the Representative a non-accountable expense allowance equal to two percent (2%) of loss of anticipated profits the gross proceeds received by the Company from the sale by them of the SecuritiesFirm Units by deduction from the proceeds of the offering contemplated herein. The $30,000 retainer amount previously paid by the Company to the Representative shall be deducted from this non-accountable expense allowance amount to be paid to the Representative.

Costs and Expenses. The Company will shall pay all actual costs, expenses and fees reasonably itemized in connection with the Offering or incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting the fees and disbursements of the accountants for the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company Blue Sky fees of counsel for airfare, hotel and other travel expensesyou; the cost of printing and delivering to, or as requested by, by the Underwriters Underwriter certificates for the Units and copies of the Registration StatementStatement and exhibits thereto, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Selected Dealers Agreement, the Invitation Telecopy, the Blue Sky Survey Memorandum and any supplements or amendments thereto; the filing and listing fees of the Commission, NASD, NASDAQ, and any other similar entity in connection with the offering; the Blue Sky and other regulatory filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securitiesfees; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with transfer agent; the qualification fees and disbursements of the Securities under State securities Escrow Agent; the costs of advertising in publications to be determined by agreement between the Company and the Underwriter in an amount not to exceed $5,000, and any other advertising undertaken at the Company's request, provided, however, that the Company shall not unreasonably withhold its consent to any advertising proposed by you and shall pay the costs of any such advertising to which the Company consents or Blue Sky lawsto which it unreasonably withholds its consent; and the costs of preparing, printing and distributing three (3) bound volumes for you and your counsel. The Company shall notuse a printer acceptable to you. Any transfer taxes imposed on the, howeversale of the Units to the Underwriter shall be paid by the Company. Except as provided in Section 2(g) with respect to the nonaccountable expense allowance or in this Section 4, the Company shall not be required to pay for any of the Underwriters’ expenses (Underwriter's other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except thatexpenses; provided, however, that if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 9 hereof, or by reason because 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 failure to satisfy said condition or inability is to comply with said terms be due primarily solely to the default or omission of any the Underwriter, then in lieu of the foregoing provisions in this Section 4 (and without prejudice to all other rights and remedies which the Underwriter may have against the Company at law and in equity, and which are in accordance with the NASD's Rules of Fair Practice) the Company shall reimburse the several Underwriters Underwriter upon demand and on an accountable basis for reasonable all out-of-pocket costs and expenses, including all fees and disbursements of counsel, reasonably actually incurred by the Underwriter in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their its obligations hereunder; , but excluding general overhead, salaries, supplies and similar expenses incurred in the Company shall not in any event be liable to any normal conduct of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesbusiness.

Costs and Expenses. The Company and the Advisor 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters you copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, and the Prospectus; any fees charged by Fitch, this AgreementMoody's or any other securities rating agency for rating the Shares, 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 FINRA NASD of the terms of the sale of the SecuritiesShares, estimated not to exceed $25,000; the fees and expenses of the Auction Agent under the Auction Agency Agreement; and the expenses, including the fees and disbursements of counsel for the Underwritersyou up to a maximum amount of $3,000, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ your expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative you 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the your default or omission of any Underwriteromission, then the Company shall reimburse the several Underwriters you 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 Securities Shares or in contemplation of performing their your obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters you for damages on account of loss of anticipated profits from the sale by them you of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and in connection with the Acquisitions, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments theretoUnderwriters' Invitation Letter; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA fee of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsNasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsthe NASD fee) 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 Representatives pursuant to Section 11 11(b)(i) or 11(b)(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 performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company Trust will pay all costs, expenses and fees incident to the performance of the obligations of the Company Trust under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyTrust; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesTrust; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Trust shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) ), including the fees and expenses of its counsel, 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 Trust 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 Trust 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company Trust 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 SecuritiesShares.

Costs and Expenses. (a) The Representative shall be entitled to reimbursement from the Company, for itself alone and not as Representative of the Underwriters, to a non-accountable expense allowance equal to 3.0% of the aggregate initial public offering price of the Firm Units and any Option Units purchased by the Underwriters. The Representative shall be entitled to withhold this allowance on the Closing Date related to the purchase of the Firm Units or the Option Units, as the case may be. (b) In addition to the payment described in Paragraph (a) of this Section 5, the Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 AMEX listing application, the costs of due diligence investigation of the principals of the Company, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal any fees and disbursementsdisbursements of counsel for the Underwriters) incident to securing any the required review by the FINRA NASD Regulation, Inc. of the underwriting terms of and arrangements; the sale of the SecuritiesAMEX listing fee; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Units to the several Underwriters will be paid by the Company. 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 Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfiedconsummated, 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable accountable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, 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 FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the Listing Fee of the American Stock Exchange; the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all 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 any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the New York Stock Exchange and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification New York Stock Exchange. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 any of them of the SecuritiesShares.

Costs and Expenses. (a) The Company will Debtor hereby agrees to pay on demand ------------------ all costs, reasonable out-of-pocket costs and expenses and fees incident to (including without limitation the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the reasonable fees and disbursements of counsel for the Company; any roadshow expenses Bank) incurred by the Company for airfare, hotel Bank in connection with (i) the preparation and other travel expenses; the cost administration 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, (ii) the Blue Sky Survey enforcement of this Agreement and the security interests granted hereunder, (iii) any supplements filings or amendments thereto; recordings with respect to the security interests granted hereunder (including all filing fees and recording fees, stamp taxes, recording taxes and intangible property taxes), (iv) the receipt of proceeds of the Commission; Receivables hereunder, (v) the filing fees care and preservation of the Collateral, and (vi) the preparation of any requested amendments to this Agreement or waivers or consents in connection herewith. Any such expenses (including legal fees and disbursements) incident to securing any required review so incurred by the FINRA Bank shall be secured hereby and be a part of the terms Obligations. (b) If any Lien or tax shall be claimed with respect to the Collateral which in the opinion of the sale Bank may possibly create a valid obligation having priority over the security interest granted to any of them herein, the Securities; Bank may (but shall have no obligation to) in its reasonable discretion and without notice to the Debtor pay such taxes or the amount secured by such lien and the expenses, including amount of such payment shall be charged to the fees Debtor's account and disbursements of counsel for added to the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall notObligations secured hereby; provided, however, that the Bank shall not make such -------- ------- payment with respect to any Lien or tax being contested in good faith by the Debtor by appropriate proceedings if (i) such proceedings shall suspend the enforcement of such Lien or collection of such tax, (ii) no part of the Debtor's rights in and under the Collateral shall be subject to sale, forfeiture or diminution, and (iii) the Debtor shall have furnished such security as may be required in the proceedings or reasonably requested by the Bank. (c) Upon any failure by the Debtor to pay for perform any of its duties and obligations hereunder, the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except thatBank may, if this Agreement but shall not be consummated because the conditions in Section 6 hereof are not satisfiedobligated to, 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 all of this Agreement or to comply with any of such duties, and the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily Debtor shall pay to the default Bank, forthwith upon written demand therefor, an amount equal to the cash or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements expense incurred by the Bank in so doing plus interest thereon from the date such expense is incurred until it is paid at a rate equal to the highest rate of counsel, reasonably incurred in connection with investigating, marketing and proposing interest payable by the Borrower from time to market time on the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any Obligations of the several Underwriters for damages on account of loss of anticipated profits from Borrower under the sale by them of Credit Agreement and the SecuritiesNotes issued thereunder.

Costs and Expenses. The Company 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) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) 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 Blue Sky Survey and any supplements or amendments thereto; Underwriters’ selling memorandum, the Underwriters’ invitation letter, (iv) the listing fees of the American Stock Exchange, (v) the filing fees of the Commission; (vi) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; (vii) 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 Units made by the Underwriters caused by a breach of a Company representation; (viii) the fees and expenses of the registrar and transfer agent of the Units and Common Stock and the warrant agent of the Warrants, and (ix) the fees and expenses, including the reasonable fees and disbursements of counsel counsel, for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or blue sky laws including the “Blue Sky lawsSurvey” and “World Sky Survey” and any supplements or amendments thereto. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky 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 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal reasonable fees and disbursementsdisbursements of Underwriters’ counsel up to $15,000) incident to securing any required review by the FINRA of the terms of the sale of the Units; the preparation, printing, authentication, issuance and delivery of certificates for the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred 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 NASDAQ Capital Market; the printing and delivery of a blue sky memorandum; if applicable, any registration or qualification of the Securities for offer and sale under State the securities or Blue Sky lawsblue sky laws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, survey, registration and qualification); and all expenses incurred by or on behalf of the Company in connection with presentations to prospective purchasers of the Units. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 satisfied by reason of any failure, failure or 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, failure or refusal or inability 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 Securities Units or in contemplation of performing their obligations hereunder; but the . The Company shall not in any event be liable required to pay for any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnderwriters’ expenses if this Agreement is terminated pursuant to Section 12 hereof.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectusespreliminary prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the any 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 FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; 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 Underwriter caused by a breach of the representation in Section 1; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 9 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 the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities offering of the Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. The Company will pay (a) Subject to Section 8.12(b) and (c), all costs, expenses costs 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Company for airfare, hotel and other travel party incurring such expenses; the cost of printing and delivering to. (b) Leslie's California hereby agrees to pay, or reimburse Xxxxxxx for, as requested byincurred, the Underwriters copies all Expenses (as hereinafter defined) incurred by or on behalf of the Registration StatementXxxxxxx arising out of, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, in connection with or related to this Agreement, the Blue Sky Survey and any supplements or amendments thereto; Reincorporation Merger Agreement, the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; Recapitalization Merger and the expensesReincorporation Merger and the transactions contemplated herein and therein; provided, including that Leslie's California shall not be obligated to pay or reimburse Xxxxxxx in excess of $1,000,000 in the fees and disbursements aggregate. (c) If the Recapitalization Merger is not consummated in accordance with this Agreement, Leslie's California hereby agrees to reimburse Poolmart for all Expenses incurred by or on behalf of counsel for the UnderwritersPoolmart arising out of, incurred in connection with or related to this Agreement, the qualification Reincorporation Agreement, the Recapitalization Merger and the Reincorporation Merger and the transactions contemplated herein and therein; provided, that Leslie's California shall not be obligated to pay or reimburse Poolmart in excess of $750,000 in the Securities under State securities or Blue Sky laws. The Company aggregate; and provided further, that Leslie's California shall not, however, not be required to pay or reimburse Poolmart for Expenses if either (x) Poolmart fails in any material respect to perform any of its material obligations under this Agreement and has not cured such non-performance within 20 days after Poolmart has received written notice from Leslie's California specifying the nature of such non- performance, or (y) Poolmart has materially breached any of the Underwriters’ expenses material representations or warranties made by it in Article 5, such breach occurred with the knowledge of Poolmart, and such breach is not cured (other than those related to qualification under FINRA regulations if the same is susceptible of being cured) within 20 days after Poolmart has received written notice from Leslie's California specifying the nature of such breach. (d) For purposes of Section 8.12(b) and State securities or Blue Sky laws) except that(c), 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for "Expenses" means all -------- reasonable out-of-pocket expensesexpenses actually incurred by or on behalf of Xxxxxxx or Poolmart, including as the case may be, supported by invoices, including, without limitation, fees and disbursements expenses of counselaccountants, reasonably incurred in connection with investigatingfinancial advisors, marketing attorneys, consultants and appraisers engaged by Poolmart or Xxxxxxx, as the case may be, or any person providing or proposing to market provide Financing for the Securities or in contemplation Recapitalization Merger as well as commitment and other fees, charges and expenses of performing their obligations hereunderany such person; but the Company provided, that "Expenses" shall not in any event be liable include compensation paid or payable to any individual who is an officer or director of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesLeslie's California.

Costs and Expenses. The Company will pay all costs, parties agree that the Underwriters shall not be responsible for the following 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: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the CompanyCompany and the Selling Shareholders; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) 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, Prospectuses and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Nothing herein, however, shall prevent the Company and the Selling Shareholders from apportioning such costs among themselves under separate agreements. To the extent, if at all, that any of the Selling Shareholders 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 Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Selling Shareholders pro rata. 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 under FINRA regulations NASD 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Selling Shareholders 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; 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 ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, 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 FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company 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 them of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company agrees to pay all direct costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company or the Selling Shareholders, as the case may be. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, 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 FINRA of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; 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 Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative 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 performed, unless such failure, refusal or inability 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 Securities Notes 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 SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel incident to the listing agreement for the Underwriters, incurred in connection with New York Stock Exchange. Any transfer taxes imposed on the qualification sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities Shares or in contemplation of performing their its 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 it of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 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 performed, unless such failure, refusal or inability 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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) accounting fees of the Company; (ii) the fees and disbursements of counsel for the 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 Company for airfare, hotel and other travel expensesUnderwriters); (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 survey and, 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 the FINRA of the terms of the sale of the SecuritiesShares; (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, including the expenses (other than legal fees and disbursements of counsel for the Underwriters, ) incurred in connection with the qualification of the Securities Shares under State foreign or state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s costs or expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 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 performed, unless such failure, refusal or inability 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 reasonable and documented fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares. 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 Company in connection with the roadshow.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Securities; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture 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 FINRA NASD of the terms of the sale of the Securities; and the expenses, including fees incident to the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawson any stock exchange. Any transfer taxes imposed on the sale of the Securities to the Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities or in contemplation of performing their its 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 any of them of the Securities.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach by the Company of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 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 performed, unless such failure, refusal or inability 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 reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and reasonable expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; costs and expenses incident to listing the Shares on The Nasdaq Global Market; 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(c) hereof; and the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations 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 satisfiedsatisfied (unless such failure is due primarily to the default or omission of any Underwriter), 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Securities; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture 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 FINRA NASD of the terms of the sale of the Securities; and the expenses, including fees incident to the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawson any stock exchange. Any transfer taxes imposed on the sale of the Securities to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities or in contemplation of performing their its 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 any of them of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 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, which shall equal $10,000) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; 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); and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters (which shall equal $5,000), incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Selling Shareholders shall not, however, be required to pay for any of the Underwriters’ expenses Underwriter’s expenses, including fees of their counsel (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 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 its their 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 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; 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 ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsFINRA. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company 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 them of the SecuritiesShares and, further, in no event shall the Issuer be responsible for expenses of the Underwriters in excess of $250,000.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, Prospectus and this Agreement, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel for expenses incurred with respect to the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawsShares on the Nasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 6 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any the Underwriter, then the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any no event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. (a) The Company will Borrowers agree to pay on demand all costs, reasonable costs and expenses and fees incident to the performance of the obligations Agent in connection with the preparation, execution, delivery, filing for record, modification, administration and amendment of this Agreement (including, without limitation, any amendment), the Company under this AgreementNotes, the Letters of Credit, and the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. Without limiting the generality of the foregoing, the followingsuch costs and expenses shall include: accounting fees of the Company; the fees (i) reasonable attorneys’ and paralegals’ costs, expenses and disbursements of counsel for to the CompanyAgent; any roadshow (ii) extraordinary expenses incurred by of Agent in connection with the Company for airfare, hotel and other travel expenses; the cost administration 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 Blue Sky Survey Notes, Letters of Credit, any other Loan Document and any supplements or amendments theretothe other instruments and documents to be delivered hereunder; (iii) the filing fees of the Commission; the filing reasonable fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses of special counsel for the Agent or the Agent for the benefit of the Lenders, including fees with respect thereto and disbursements of local counsel, reasonably incurred if any, who may be retained by said special counsel with respect thereto; (iv) costs and expenses of the Agent (including reasonable attorneys and paralegal costs, expenses and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with investigatingthis Agreement, marketing the Notes, any Letters of Credit or any other Loan Document and proposing the transactions contemplated thereby; (v) sums paid or incurred by the Agent to market pay any amount or take any action required of the Securities Borrowers under this Agreement, the Notes or any Loan Document that the Borrowers fail to pay or take; (vi) the cost of any appraisal, survey, environmental audit or the retention of any other professional service or consultant commenced after the occurrence and continuation of an Event of Default and deemed reasonably necessary by the Agent; (vii) costs of inspections and periodic review of the records of Holdings or any of its Subsidiaries, including, without limitation, travel, lodging, and meals for inspections of Holdings’ and its Subsidiaries’ operations by the Agent at any time after the occurrence and during the continuation of an Event of Default; (viii) as specified in contemplation the Fee Letter, costs and expenses of performing their obligations forwarding loan proceeds, fees, interest and other payments to the Lenders; and (ix) costs and expenses (including, without limitation, attorneys’ fees) paid or incurred to obtain payment of the Obligations (including the Obligations arising under this Section 15.4), enforce the provisions of the Credit Agreement, the Notes, or any other Loan Document, or to defend any claims made or threatened against the Agent arising out of the transactions contemplated hereby (including without limitation, preparations for and consultations concerning any such matters). The Borrowers further agree to pay on demand all costs and expenses of each Lender, if any (including reasonable counsel fees and expenses), in connection with the restructuring or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, any other Loan Document and the other documents to be delivered hereunder; but , including, without limitation, reasonable counsel fees and expenses in connection with the Company enforcement of rights under this Section 15.4. The foregoing shall not in be construed to limit any event other provisions of this Agreement, the Notes, or any other Loan Documents regarding costs and expenses to be liable to any paid by the Borrowers. All of the several Underwriters for damages on account foregoing costs and expenses may be charged, in the Agent’s sole discretion, to the Borrowers’ loan accounts as Revolving Credit Loans (notwithstanding existence of loss any Incipient Default or Event of anticipated profits from Default or the sale by them failure of the Securitiesconditions of Article 7 to have been satisfied).

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 Representatives pursuant to Section 11 11(b)(1) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, Each of the Tag-Along Sellers shall be severally responsible for its proportionate share (apportioned pro rata based on the number of Shares the Tag-Along Sellers are Transferring in such transaction) of the third-party expenses and fees incident of the Transfer incurred by the Sponsor Investors in connection with such Transfer (except to the performance of the obligations of extent paid or reimbursed by the Company under this Agreementor the Proposed Transferee) and liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer by the Company or any of its Subsidiaries or by the Tag-Along Sellers with respect to the Company, including, without limiting the generality any of the foregoing, the following: accounting fees its Subsidiaries or any of the Company’s or its Subsidiaries’ businesses, and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are on a several and not joint basis to the fees Tag-Along Sellers based on the number of Shares Transferred by the Tag-Along Sellers in such Transfer. The foregoing notwithstanding, (A) the amount of such obligations and disbursements liabilities for which each Tag-Along Seller shall be responsible shall not exceed the consideration actually received by such Tag-Along Seller in such Transfer, (B) a Tag-Along Seller shall not be required to make any representations or warranties in connection with such Transfer except with respect to such Tag-Along Seller, the ownership of counsel and title to its Shares and Options, its organization, its authority and its absence of conflicts and consents, (C) a Tag-Along Seller shall not be responsible for any indemnification obligations and liabilities (other than through escrow or holdback arrangements if the Company; breaching Tag Along Seller indemnifies the other Tag Along Sellers for such liabilities) for breaches of representations and warranties and related escrow or holdback claims made by any roadshow other Tag-Along Seller with respect to such other Tag-Along Seller’s (1) ownership of and title to its, his or her Shares, (2) organization, (3) authority or (4) absence of conflicts and consents and any other matter concerning such other Tag-Along Seller, or for breaches of any covenant specifically relating to a Stockholder made by any other Tag-Along Seller, and (D) no Tag-Along Seller that is a Financial Investor shall be required in connection with such Transfer to (x) be subject to any restrictive covenant that the Sponsor Investors are not also subject to or (y) enter into any (1) covenant or agreement not to solicit or hire employees (unless such covenant or agreement (A) excludes portfolio companies of such Financial Investor, except where such Financial Investor directs, encourages or facilitates such solicitation or hiring and (B) excludes general solicitations (e.g., newspaper advertisements and hiring fairs) not targeted at specific employees) or (2) covenant not to compete. All costs and expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred its Subsidiaries in connection with the qualification of the Securities under State securities proposed Transfer pursuant to this Section 4.4 (whether or Blue Sky laws. The Company shall notnot consummated), howeverincluding all attorneys’ fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, will be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 paid by the Representative pursuant to Company or its Subsidiaries. Except as otherwise set forth in this Section 11 hereof4.4(c)(iii), any costs and expenses incurred by or by reason on behalf 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 several Underwriters for reasonable outall Tag-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred Along Sellers in connection with investigating, marketing and proposing any proposed Transfer pursuant to market this Section 4.4 (whether or not consummated) will be borne by the Securities 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 Securitiesapplicable Tag-Along Seller.

Costs and Expenses. The Company 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) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (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 Blue Sky Survey Agreement and any supplements or amendments thereto; (v) the filing fees of the Commission; (vi) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vii) the listing fee of the Nasdaq Capital Market; (viii) 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); and (ix) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes, stamp duties or other taxes or duties imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) ), except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 Sections 11(a)(i) or 11(a)(vii) 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 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 Securities Shares or in contemplation of performing their obligations hereunder. Each Selling Stockholder will pay all costs, expenses and fees incident to the performance of such Selling Stockholder’s obligations hereunder which are not specifically provided for in this Section 6, including (i) any fees and expenses of counsel for such Selling Stockholder; but (ii) such Selling Stockholder’s pro rata share of the fees and expenses of the Agent and Custodian; and (iii) all expenses, stamp duties, transfer taxes and other taxes, and duties incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder. The provisions of this Section shall not affect any agreement that the Company shall not in any event be liable to any and the Selling Stockholders may make for the sharing of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiessuch costs and expenses.

Costs and Expenses. The Company and CPS will pay upon receipt of a written request therefor all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and will, jointly and severally, reimburse the Underwriters for all reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Certificates or in contemplation of performing the Underwriters' obligations hereunder and 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Final Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application in respect of the Certificates, the Blue Sky Survey Survey, if any, and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) any fees charged by the filing Rating Agencies for rating the Certificates; and (vi) the fees and expenses (of the Trustee, including legal the fees and disbursements) incident disbursements of counsel for the Trustee, in connection with the Certificates, the Pooling and Servicing Agreement and the other Basic Documents to securing any required review by which the FINRA of the terms of the sale of the Securities; Trustee is a party and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Certificates under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if If this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by each of the Representative Underwriters pursuant to Section 11 12 hereof (other than on the basis of a default by the Underwriters pursuant to Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company or CPS 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and CPS, jointly and severally, shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Certificates or in contemplation of performing their obligations hereunderhereunder upon receipt of a written request therefor; 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 SecuritiesCertificates. Except to the extent expressly set forth in this Section 6, the Underwriters shall each be responsible for their own costs and expenses, including the fees and expenses of their counsel.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey NASDAQ Capital Market listing application, and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the listing and application fees of the NASDAQ Capital Market; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the preparation, printing and delivery of a blue sky memorandum, and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to the blue sky memorandum and the qualification of the Securities by FINRA and under FINRA regulations and the 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the Founding Company Mergers, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsThe New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsNASD regulations) 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 Underwriters 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the any Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments theretoto any of the foregoing; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vi) any listing fee of the New York Stock Exchange; (vii) 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); (viii) the cost of preparing (including printing), issuing and delivering to the Underwriters the Shares; (ix) 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; and (x) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky lawslaws and the cost of printing or producing any Blue Sky or legal investment memoranda in connection with the offer and sale of the Shares. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation and State 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 Underwriters pursuant to Section 11 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 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; if necessary, the costs and expenses of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the expensesListing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of investigative search firms of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, including officer, director or special advisor to the fees Company and disbursements of counsel will reimburse the Underwriters for expenses incurred by the Underwriters, incurred Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits, up to a maximum amount of $55,000. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 satisfied by reason of any failure, failure or 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, failure or refusal or inability 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 Securities Units 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 Securities.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsLaws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawsLaws) 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 performed, unless such failure, refusal or inability 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 reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay (a) Each party covenants and agrees that it shall be responsible for and bear its respective costs and expenses in connection with, or arising out of, the negotiation and execution of this Agreement and consummation of the transactions provided for herein; provided, however, that Seller shall bear and be responsible for any and all costs, expenses and fees incident sales or transfer taxes applicable to the performance transfer of Assets provided for herein. (b) In the event any or all of the transactions described in this Agreement fail to close in accordance with the terms hereof because Seller is in default hereunder or has failed to obtain director or shareholder approval or any other required consent and provided Buyer is not in default hereunder, Seller shall pay to Buyer, as liquidated damages, within three (3) days following demand by Buyer, the amount of $150,000, the parties having attempted in good faith to ascertain the damages which will result should the transactions fail to close other than due to the fault or breach of Buyer, and said sum represents the parties' best efforts to estimate such damage. In the event any or all of the transactions described in this Agreement fail to close in accordance with the terms hereof, and such failure is due solely to the breach by Buyer of its obligations hereunder or because any of the conditions described in Sections 8.1 through 8.7 have not been satisfied or waived in writing by Seller, Buyer shall pay to Seller, as liquidated damages, immediately upon demand by Seller the amount of $100,000, the parties having attempted in good faith to ascertain the damages which will result should the transactions fail to close due solely to the fault or breach of Buyer, and said sum represents the parties' best efforts to estimate such damage. (c) Seller agrees that should Seller fail to pay in full to Buyer as liquidated damages the sum of $150,000 within three (3) days following demand by Buyer as required pursuant to the first sentence of Section 14.1(b), Buyer may, at its sole election and upon notice to Seller, satisfy such payment obligations of Seller by selecting, removing and retaining for Buyer's own account for no additional consideration, such Promotional Inventory of Seller as remains on hand and which Buyer desires to acquire, having a purchase price (calculated in accordance with Section 2.5(b)) equal to (x) $150,000 less (y) the Company amount of liquidated damages actually paid by Seller to Buyer pursuant to Section 14.1(b). Buyer agrees that, should it elect to satisfy Seller's payment obligations under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees Section 14.1(b) by selecting and disbursements of counsel retaining for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses its account Promotional Inventory (including legal fees and disbursements) incident subject to securing any required review by the FINRA of the terms of and conditions contained in this Paragraph 14.1(c)), Buyer shall, prior to selecting such Inventory, satisfy Seller's liquidated damages payment obligation by setting off such amount, to the sale of the Securities; fullest extent possible, against its royalty payment obligations (described in Section 2.5(a)(iii)) then due and the expensesowing to Seller. Seller agrees to cooperate with Buyer and shall use its best efforts to cause Bank and others to cooperate with Buyer, including the fees and disbursements of counsel for the Underwriters, incurred in all reasonable respects in connection with the qualification Buyer's selection, removal and transport of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative Promotional Inventory pursuant to this 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 performed, unless such failure, refusal or inability 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 Securities 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 Securities14.1(c).

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursementsdisbursements of Underwriters’ counsel) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; if necessary, the costs and the expenses, expenses (including the fees and disbursements of counsel Underwriters’ counsel) of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the Listing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of an investigative search firm (up to a maximum of $___) of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, officer, director or special advisor to the Company and will reimburse the Underwriters for the Underwriters, out-of-pocket expenses incurred by the Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 satisfied by reason of any failure, failure or 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, failure or refusal or inability 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 Securities Units 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 Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Custodian Agreement and related Power of Attorney, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders 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 Shareholders. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA 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 Representative Underwriter pursuant to Section 11 10(a)(i) 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 the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesUnits.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, 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 FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $[15,000], incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all 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 any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 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 16 15 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursementsdisbursements of Underwriters counsel) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the filing fees and disbursements of counsel for the Underwriters, incurred in connection with the expenses incident to qualification of the Securities under State securities or Blue Sky lawslaws (including reasonable legal fees and disbursements of Underwriters counsel) and the Listing Fee of The New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters costs, expenses and fees (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky lawslaws and those of counsel of the Underwriters related thereto) 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, 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 Securities 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 SecuritiesShares. The reimbursement obligations of the Company pursuant to this Section 5 shall survive termination of this Agreement.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $40,000, plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under Except as specifically set forth in this Agreement, includingHTI will be solely responsible for all costs and expenses in providing the PASS Services and the MBTA Services to Subscribers in Enabled Vehicles and LCT Enabled Vehicles, without for the HTI Operational System, *** except to the extent ***. Without limiting the generality of the foregoing, in the following: accounting fees event that, during the Term and for such additional time periods as are provided for in Sections 27(a) or 27(b), regulatory changes imposed by a Governmental Entity or a discontinuation of the Company; availability of a necessary telecommunications service would result in the fees and disbursements interruption, disruption, degradation or discontinuation in, to or of counsel for the Company; any roadshow expenses incurred Telematics Services or Approved Other Telematics Services provided to an MCG Vehicle during the Base Warranty period applicable to such MCG Vehicle, HTI shall be required to develop technically feasible changes as shall be determined by HTI, but subject to approval by the Company processes set forth in Exhibit P and MBUSA’s change notice processes, to avoid the interruption, disruption, degradation or discontinuation in, to or of the provision of such Telematics Services or Approved Other Telematics Services via such HTI Telematics Communicators, and shall, notwithstanding anything contained in Section 37, be obligated to offer, and make such upgraded HTI Telematics Communicators available, to applicable Subscribers (it being understood that (i) HTI has no obligation to make changes required to provide Telematics Services or Approved Other Telematics Services not subscribed to by the applicable Subscriber immediately prior to the regulatory change or discontinuation of availability of telecommunications service, (ii) HTI shall not be responsible for airfare, hotel and other travel expenses; the cost of printing and delivering to, retrofitting or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, 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 FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred replacing existing HTI Telematics Communicators in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company upgrades contemplated by this Section 2(g), and shall not, however, not be required to pay offer the upgraded HTI Telematics Communicators to customers at a discounted cost, (iii) HTI shall supply MBUSA’s manufacturing Affiliates, at *** with such Affiliates’ requirement of such upgraded HTI Telematics Communicators for factory installation thereof in new MCG Vehicles and (iv) the cost of any replacement HTI Telematics Communicators in existing Enabled Vehicles necessitated as a result of regulatory changes or discontinuation of necessary telecommunications services shall be borne by Subscribers, and HTI shall ensure that the UnderwritersSubscriber Agreement clearly sets forth Subscribers’ expenses responsibilities with respect to the same). HTI shall be solely responsible for making, at its own expense, any changes required by any Governmental Entity to the HTI Operational System or to the way in which Telematics Services and Approved Other Telematics Services are to be provided (other than those related changes in the HTI Telematics Communicators which are governed by the preceding sentence), and, subject to qualification under FINRA regulations the foregoing and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because notwithstanding anything to the conditions contrary in Section 6 hereof 37, HTI shall timely and at its own expense implement such changes as are not satisfied, or because this Agreement is terminated by necessary to avoid interruption in the Representative pursuant delivery of Telematics Services and Approved Other Telematics Services 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 performed, unless such failure, refusal or inability 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 Securities 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 SecuritiesSubscribers.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and fees for an investigative search firm of the expenses, including Representative’s choice to conduct an investigation of the principals of the Company and any related persons; the fees and disbursements of Xxxxxxxx Xxxxxx, counsel for the Underwriters, incurred in connection with Underwriters and all other costs and expenses customarily borne by an issuer incident to the qualification performance of the Securities under State securities or Blue Sky lawsits obligations herein which are not specifically provided for herein. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or 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, failure or refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; its share of any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; 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); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD 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 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 performed, unless such failure, refusal or inability 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel road show expenses; 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 Blue Sky Survey Listing Application 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 FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws which shall not exceed $5,000. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations 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 satisfiedsatisfied (other than the conditions in Section 6(d)), or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, 9 hereof or by reason Section 11(a) hereof (except for the occurrence of any failureevent specified in clauses (ii), refusal (iii), (iv), (v) 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(viii)), 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, the Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Agreement, the Blue Sky Survey Agreement Among Underwriters, the Selected Dealer Agreement, the Underwriters' Questionnaire and Power of Attorney, and any 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 FINRA SEC and the NASD of the terms of the sale of the SecuritiesShares; any applicable listing fees; the cost of printing certificates representing the Shares; the cost and charges of any transfer agent or registrar; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification or exemption of the Securities Shares under State securities applicable blue sky laws and the laws of any foreign jurisdiction. Each of the Selling Stockholders will pay all costs, expenses and fees incident to the performance of its or Blue Sky lawshis obligations under this Agreement. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company shall notor such Selling Stockholder, as appropriate. Neither the Company nor the Selling Stockholders shall, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification or exemption under FINRA regulations blue sky and State securities or Blue Sky foreign laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof unless such termination results from a failure to satisfy a condition due to the default or omission of any Underwriter (including any default under 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 their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any UnderwriterUnderwriter (including any default under Section 10 hereof), then the Company shall reimburse the several Underwriters for reasonable all of their out-of-pocket costs and expenses, including attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares. The Company and the Selling Stockholders may agree, as among themselves as to any further allocation among themselves of the respective amounts of such costs for which they each shall be responsible under this Agreement.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations expenses, including fees and State securities or Blue Sky laws) disbursements of counsel for the Underwriters, except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities 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 any of them of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters' Selling Memorandum and the Underwriters' Invitation Letters, this Agreementif any, 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 disbursementsdisbursements other than those of Underwriters' counsel except as set forth below) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, not to exceed $5,000 (assuming the Shares are listed on the American Stock Exchange), incurred in connection with (i) the qualification of the Securities Shares under State state securities or Blue Sky lawslaws or (ii) the Blue Sky Survey and any supplements or amendments thereto. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations and State 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, 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 Securities Shares or in contemplation of performing their obligations hereunderhereunder in an amount not to exceed $100,000, in each case following reasonably detailed invoices therefor; 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 SecuritiesShares.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, the Company and the Selling Stockholders (to the extent of their prorata share based on the number of Shares sold by each) will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Underwriting 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Underwriting Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaire and Power of Attorney, and 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the filing or listing fees imposed with respect to listing of the Shares on The Nasdaq Stock Market's National Market, and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws and the laws of any foreign jurisdiction. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company. Neither the Company nor the Selling Stockholders shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Underwriting Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Underwriting Agreement is terminated by the Representative pursuant to Section 11 hereof6 hereof (other than by reason of the failure of the events described in the first sentence of Section 6(d)), or by reason of any failure, refusal or inability on the part of the Company or any of the Selling Stockholders to perform any undertaking or satisfy any condition of this Underwriting Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for all of their actual, accountable out-of-pocket costs and expenses, including reasonable attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws, up to a maximum aggregate amount of $3,000 (excluding filing fees imposed by the relevant jurisdictions). Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) 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, then 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 Securities Shares or in contemplation of performing their respective 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 any of them of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' invitation letter, the listing application, the Blue Sky Survey 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 NASD Regulation, Inc. (the FINRA "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA 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 Representative 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 their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholder; 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 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 FINRA of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent him 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 Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Subject to the Registration Rights Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholder 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 CompanyCompany and one counsel selected by the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter; (iv) any roadshow expenses incurred by of the Company for airfare, hotel and its representatives (other travel expensesthan the Underwriter); (v) the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky Survey and survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission, if any; (vii) the filing fees and expenses (including legal fees and disbursementsdisbursements of counsel to the Underwriter in an amount not to exceed $10,000) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State foreign or state securities or Blue Sky lawslaws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriter in an amount not to exceed $10,000). The Company shall not, however, be required to pay for any underwriting discounts and commissions, incentive or advisory fees payable to the Underwriter in connection with the transactions contemplated hereby or transfer taxes, if any, on behalf of the Underwriters’ Selling Stockholder, which shall be paid by the Selling Stockholder. In addition, Company shall not be required to pay for any of the Underwriter’s expenses (other than those all the expenses and fees related to qualification under FINRA regulations regulation and State 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 Underwriter pursuant to Section 11 10 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 its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket and documented expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but neither the Company nor the Selling Stockholder shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, 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 FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; 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 Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee; and all reasonable and documented out-of-pocket costs and expenses in connection with any roadshow. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky lawslaws or in connection with securing any required review by FINRA) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative 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 performed, unless such failure, refusal or inability 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 Securities Notes 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 SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' invitation letter, the listing application, the Blue Sky Survey 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 incurred in connection with securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any 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 such Selling Shareholder, except as otherwise provided in the registration rights agreements between the Company and certain Selling Shareholders. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 hereofhereof , 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company Sellers 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including ; the fees registration of the Securities under the Exchange Act and disbursements the quotation of counsel for the Underwriters, incurred Securities on the OTC Bulletin Board; the printing and delivery of a blue sky memorandum and the Secondary Market Trading Survey (as defined in connection with the Section 6(k) hereof); and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Company relating to such memorandum, survey, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any amendments or supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNotes; and the expenses, including fees incident to the fees listing of the Underlying Securities on the NYSE and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The (a) Subject to paragraph (b) below, the Company will shall pay all coststhe reasonable fees, costs and expenses and fees incident of legal counsel appointed to the performance Mandated Lead Arrangers in connection with the Transaction as soon as reasonably practicable following a demand to do so (provided that such demand is no earlier than as agreed by the Company under the terms of the relevant appointment of that counsel) by an Mandated Lead Arranger (or such later date as may be agreed by the Company and the Majority Mandated Lead Arrangers or (as the case may be) the Company and the relevant legal counsel). (b) The obligations of the Company under this Agreement, including, without limiting paragraph (a) above shall be subject to the generality following qualifications: (i) (other than to the extent expressly agreed to it in writing) the Company shall not have any obligations nor any liability in respect of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees (and related customary disbursements) incident of any legal counsel appointed to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred Mandated Lead Arrangers in connection with the qualification Transaction unless the Company has, prior to the appointment of that legal counsel, (A) expressly agreed to that appointment in writing and (B) been provided with a fee proposal in respect of each such legal counsel which is satisfactory to it (including when such fees may become payable or be requested to be paid and/or any discount in the event of the Securities under State securities transaction being aborted or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses otherwise terminated); and (ii) (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsthe extent expressly agreed to it in writing) except that, if this Agreement the Company shall not be consummated because have any obligations nor any liability in respect of any fees, costs and/or expenses of any legal counsel (A) appointed to the conditions Mandated Lead Arrangers in Section 6 hereof are excess of any maximum amount which the Company has agreed with that legal counsel in connection with the Transaction in the relevant circumstances (including, as applicable, having regard to any abort discount (or similar)) or (B) in respect of which it has not satisfiedbeen provided with an invoice addressed to the Company (and including, to the extent applicable, any VAT number or because this Agreement is terminated equivalent) (containing reasonable details of the relevant invoiced amount). (c) Other than as referred to in under paragraph (a) above or expressly agreed in writing by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on Company after the part of the Company to perform any undertaking or satisfy any condition date 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 Underwriterletter, the Company shall reimburse not have any obligations nor any liability in respect of any costs and/or expenses of any Mandated Lead Arranger (including any in respect of any third-party, which are invoiced to or payable or have been paid by an Mandated Lead Arranger) in connection with the several Underwriters for Transaction, other than customary reasonable and documented third-party 'out-of-pocket expensespocket' costs and expenses that are expressly agreed in advance by the Company (acting reasonably) in writing (with any obligation or liability on the Company in respect of such costs and expenses being only in respect of (and up to) the relevant amounts so expressly agreed by the Company). Notwithstanding the forgoing, 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 have any obligations nor any liability in respect of any event be liable costs and/or expenses that it has agreed to pay or reimburse (or equivalent) in respect of which it has not been provided with an invoice addressed to the Company (and including, to the extent applicable, any VAT number or equivalent) containing reasonable details of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesrelevant invoiced amount.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and reasonable expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; costs and expenses incident to listing the Securities on the NYSE American; 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 Securities made by the Underwriters caused by a breach of the representation in Section 1(c) hereof; the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky laws; and all other reasonable costs and out-of-pocket expenses of the Underwriters (including reasonable fees and disbursements of counsel not to exceed $100,000 in the aggregate without the prior written consent of the Company (such consent not to be unreasonably withheld)) incident to the performance of its obligations hereunder not otherwise specifically provided for here. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfiedsatisfied (unless such failure is due primarily to the default or omission of any Underwriter), or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable and documented out-of-pocket expenses, including reasonable 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 any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Selling Shareholders have agreed with the Company to reimburse the Company for a portion of such expenses. To the extent, if at all, that any of the Selling Shareholders 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 Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. 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 Common Stock by the Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel incident to the listing agreement for the Underwriters, incurred in connection with New York Stock Exchange. Any transfer taxes imposed on the qualification sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof (other than a termination as a result of a failure to satisfy the condition set forth in subparagraph (iii) of Section 6 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities Shares or in contemplation of performing their its 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 it of the SecuritiesShares.

Costs and Expenses. The Company will Tenant shall pay all costs, expenses of Landlord’s reasonable costs 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 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 performed, unless such failure, refusal or inability 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 expenses in connection with investigatingany proposed substitution hereunder, marketing whether or not such substitution is completed, excepting any principal and proposing accrued interest to market the Securities pay off mortgage debt or monetary obligations secured by liens or encumbrances against Inverness that do not relate to Inverness, (“Landlord’s Substitution Costs”), but including closing costs, all title insurance, due diligence costs and legal fees and expenses, all acceleration or prepayment charges (but not principal and accrued interest charges) incurred by Landlord in contemplation connection with effecting a payoff of performing their obligations hereunderany liens or encumbrances; but the Company provided that Tenant shall not be obligated to pay any amount of Landlord’s Substitution Costs, other than attorneys’ fees and costs, in excess of $25,000.00 unless such amounts have been approved by Tenant prior to their incurrence, which approval will not be unreasonably withheld. If Tenant withholds its approval of any event be liable such Landlord’s Substitution Costs in excess of $25,000 that are commercially reasonable in scope and amount in light of the proposed transaction and are costs customarily incurred in other similar transactions (“Substitution Reasonable Excess Costs”), Landlord shall have no obligation with respect to any proposed transaction to which such costs relate. For example and to avoid doubt, if Tenant has not approved any Substitution Reasonable Excess Costs in accordance with the foregoing with respect to a proposed substitution, Landlord shall have no obligation to consent to, proceed with, evaluate or allow such substitution until such Landlord’s Substitution Costs have been approved by Tenant. If Tenant withholds its approval to any such Landlord’s Substitution Costs in excess of $25,000 that are not Substitution Reasonable Excess Costs, Landlord shall not have the right to cease evaluating a proposed substitution. Tenant shall have the right to inquire of Landlord regarding the existence of, and Landlord shall either (i) provide a written statement summarizing, the then currently applicable acceleration or prepayment charges associated with payoff of any liens or encumbrances affecting Inverness, or (ii) a copy of the several Underwriters for damages on account of loss of anticipated profits from documents under which such charges arise, the sale by them of the Securitiesforegoing to be provided to Tenant prior to its election, if any, to deliver a Substitution Notice to Landlord.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Securities; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration StatementStatements, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, 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 FINRA NASD of the terms of the sale of the Securities; the fees incident to the listing of the Securities on any stock exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Securities to the Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof (other than a termination as a result of a failure to satisfy the condition set forth in subparagraph (iv) of Section 6 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities or in contemplation of performing their its 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 Securities.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 of Additional Shares Notification Form, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Global Market; 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) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD 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 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 performed, unless such failure, refusal or inability 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities 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 by the Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 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 performed, unless such failure, refusal or inability 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 counselcounsel to the Underwriters, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any amendments or supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesNotes; and the expenses, including fees incident to the fees listing of the Underlying Securities on the New York Stock Exchange and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification New York Stock Exchange. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities 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 Common Stock by the Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal failure to satisfy said codition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters' Selling Memorandum and the Underwriters' Invitation Letter, this Agreement, if any; the Blue Sky Survey and any supplements or amendments theretolisting application of the American Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required Investment Advisor has agreed to pay for any (i) all organizational expenses of the Underwriters’ expenses Company and (ii) all of the offering costs (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawssales load) except that, if this Agreement shall of the Company that exceed $.04 per Firm Share. If the Shares are not be consummated purchased by the Underwriters because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the a Representative pursuant to Section 11 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses actually incurred, including all fees and disbursements of counsel, counsel reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but , unless such failure to satisfy said condition or to comply with said terms is due to the default or omission of any Underwriter. Notwithstanding the foregoing, 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 10(a)(i) 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 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Stockholders; 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 Agreement Among Underwriters, the Underwriters' Selling Memorandum, the Underwriters' Questionnaire, the Invitation Letter, the Power of Attorney, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the NASDAQ NMS; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities 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 FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or 6 hereof 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 their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Stockholders 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 SecuritiesShares.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectusesthe Prospectus, the any Issuer Free Writing Prospectuses, the Prospectus, this Agreement, 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 FINRA of the terms of the sale of the SecuritiesShares; the preparation, printing, authentication, issuance and delivery of certificates representing the expensesShares, including the fees and disbursements of counsel for the Underwriters, incurred any stamp or transfer taxes in connection with the qualification original issuance and sale of the Securities under State securities Shares by the Issuer to the Underwriter; the printing (or Blue Sky lawsreproduction) and delivery of this Agreement and all other agreements or documents approved by the Issuer and printed (or reproduced) and delivered in connection with the offering of the Shares; the listing fee of The Nasdaq Stock Market; and all other costs and expenses of the Issuer and its representatives incident to the performance by the Issuer of its obligations hereunder. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky 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 satisfied (except Section 11 hereof6(c)), or by reason of any failure, refusal or inability on the part of the Company 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any the Underwriter, or by reason of a termination of this Agreement by the Company Underwriter as a result of any suspension of trading of the Common Stock by the Nasdaq stock market, the Commission or any governmental authority as contemplated by Section 10(a)(iv) below arising out of an action or omission of the Issuer, then the Issuer shall reimburse the several Underwriters Underwriter 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Initial Purchaser copies of the Registration Statement, Preliminary Prospectuses, Offering Memorandum and the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Offering Memorandum and any supplements or amendments theretothereto and the printing and production of all other documents connected with the transactions contemplated herein (including this Agreement, the Indenture, the Registration Rights Agreement and any other related agreements); the filing fees listing fee of the CommissionNew York Stock Exchange; the filing expenses arising from having the Securities designated as eligible for trading in the PORTAL market; the expenses associated with the preparation, issuance and delivery to the Initial Purchaser of the Securities; the fees and expenses (of the Trustee, including legal fees and disbursements) incident to securing any required review by expenses of its counsel; the FINRA expenses of the terms of the sale of “roadshow” and any other meetings with prospective investors in the Securities; the costs and expenses of advertising relating to the Offering (other than advertising costs and expenses that the Initial Purchaser expressly agrees to pay); and the expenses, including the fees and disbursements of counsel for the UnderwritersInitial Purchaser, incurred in connection with the qualification of the Securities under State state securities or “Blue Sky Sky” laws; and any fees charged by investment rating agencies for the rating of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Initial Purchaser’s expenses (other than those related to qualification under FINRA regulations and State state securities or “Blue Sky 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 Initial Purchaser pursuant to Section 11 9 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 their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriterthe Initial Purchaser, the Company shall reimburse the several Underwriters Initial Purchaser for reasonable out-of-pocket expenses, including fees and disbursements of counselDxxxx Xxxx & Wxxxxxxx, counsel for the Initial Purchaser, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Initial Purchaser for damages on account of loss of anticipated profits from the sale by them the Initial Purchaser of the Securities.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 excluding legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representatives pursuant to Section 11 (a) 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 12 hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to parties agree that the performance of Underwriters shall not be responsible for the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing expenses: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) 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, Statement and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) the Listing Fee of the New York Stock Exchange; and (7) the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the respective Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawslaws described 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 Representative 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 performed, unless such failure, refusal or inability 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, 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 FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; 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 Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky lawslaws or in connection with securing any required review by FINRA) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative 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 performed, unless such failure, refusal or inability 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 Securities Notes 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 SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 Underwriters' Invitation Letter, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA 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 Representative 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreement, if any; the Blue Sky Survey and any supplements or amendments theretolisting application of the American Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required Investment Advisor has agreed to pay for any (i) all organizational expenses of the Underwriters’ expenses Company and (ii) all of the offering costs (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawssales load) except that, if this Agreement shall of the Company that exceed $.04 per Firm Share. If the Shares are not be consummated purchased by the Underwriters because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the a Representative pursuant to Section 11 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 performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses actually incurred, including all fees and disbursements of counsel, counsel reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but , unless such failure to satisfy said condition or to comply with said terms is due to the default or omission of any Underwriter. Notwithstanding the foregoing, 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 SecuritiesShares.

Costs and Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company will and the Subsidiary Guarantors agree to pay all costs, expenses expenses, fees and fees taxes incident to and in connection with: (i) the performance preparation, printing, filing and distribution of the obligations of Preliminary Offering Memorandum and the Company under this Agreement, Offering Memorandum (including, without limiting limitation, financial statements and exhibits) and any amendment or supplement to the generality Preliminary Offering Memorandum and Offering Memorandum (but not, however, legal fees and expenses of the foregoingInitial Purchasers counsel incurred in connection therewith); (ii) the preparation, the following: accounting fees of the Company; the fees printing (including, without limitation, word processing and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel duplication costs) and other travel expenses; 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, delivery this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Survey Memoranda and any supplements or amendments thereto; all other agreements, memoranda, correspondence and other related documents printed and delivered in connection with the filing fees offering, purchase, sale and delivery of the Commission; the filing Notes and with Exempt Resales (but not, however, legal fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms Initial Purchasers counsel incurred in connection with any of the sale foregoing other than fees of the Securities; and the expenses, including the fees and such counsel plus reasonable disbursements of counsel for the Underwriters, incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda); (iii) the issuance and delivery by the Company and the Subsidiary Guarantors of the Notes and the Subsidiary Guarantees (iv) the qualification of the Securities Notes and the Subsidiary Guarantees for offer and sale under State the securities or and Blue Sky lawslaws of the several states (including, without limitation, the reasonable fees, expenses and disbursements of your counsel relating to such registration or qualification); (v) furnishing such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, and such copies of the Form 8-K or Form 10-K which contain the Company’s Audited Financials and its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2003 as may be reasonably requested for use in connection with the Exempt Resales, (vi) the preparation of certificates for the Notes and the Subsidiary Guarantees (including, without limitation, printing and engraving thereof), (vii) the application for quotation of the Notes in The PORTAL Market, (viii) approval of the Notes by DTC for “book-entry” transfer, (ix) rating the Series A Notes and the Series B Notes, (x) the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Notes, (xi) the performance by the Company and the Subsidiary Guarantors of their other obligations under this Agreement and (xii) their hotel and incidental roadshow expenses (other than costs and expenses incurred for the use of chartered planes during the roadshow, which costs and expenses shall be paid for by the Initial Purchasers). The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any of the Underwriters’ Initial Purchasers costs and expenses (other than those related to qualification under FINRA regulations and State securities except as set forth above in this Section 7 or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied6(i), Section 9 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 performed, unless such failure, refusal or inability 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 Securities 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 Securities12).

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Prospectus and this Agreement, ; the Blue Sky Survey and any supplements or amendments theretoUnderwriters' Invitation Letter; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA fee of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsThe Nasdaq National Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsNASD regulation) 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 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the CompanyIssuer; (ii) the fees and disbursements of counsel for the CompanyIssuer; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) 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 ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $20,000, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State 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 Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company 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 performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer 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 Securities Shares or in contemplation of performing their obligations hereunder; but the Company 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 them of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, 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 Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the Nasdaq Capital Market; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations 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 performed, unless such failure, refusal or inability 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 Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Operating Partnership 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the (vi) any listing fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNew York Stock Exchange; (vii) the Company's miscellaneous travel and road show expenses and (viii) the Underwriter's out-of-pocket expenses. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations fees and State securities disbursements of counsel for the Underwriter or Blue Sky laws) except that, if any of the Underwriter's road show expenses. 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 Underwriter pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Operating Partnership 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 the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable all additional documented out-of-pocket expenses, including (i) fees and disbursements of counselcounsel for the Underwriter and (ii) the Underwriter's road show expenses, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the its sale by them of the SecuritiesShares.

Costs and Expenses. The Company will Borrower unconditionally agrees to pay all costsCharges within five (5) Business Days of written demand therefor and if not paid within said five (5) day period shall bear interest at the Default Rate from the date incurred until the date repaid. All Charges and any interest accrued thereon shall constitute additional Indebtedness. In addition to, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of of, the foregoing, the following: accounting fees if at any time prior to repayment of the Company; Indebtedness in full, Lender employs counsel, consultants or appraisers for advice or other representation, whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted, with respect to any of the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering toLoan Documents, or as requested byto protect, the Underwriters copies collect, lease, sell, take possession of, or liquidate any of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, 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 FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred Collateral in connection with the qualification enforcement of the Securities under State securities Loan Documents, or Blue Sky laws. The Company shall nototherwise, however, be required or to pay for attempt to enforce any security interest or lien in any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 satisfiedCollateral, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, enforce any rights of Lender or by reason any of Borrower's obligations hereunder or those of any failureother person, refusal firm or inability on the part of the Company corporation which may be obligated to perform any undertaking or satisfy any condition Lender by virtue of this Agreement or to comply with any of the terms hereof on its part other Loan Documents heretofore or hereafter delivered to Lender by or for the benefit of Borrower, then, in any such event, all of the reasonable fees and expenses incurred by Lender arising from such services, and all expenses, costs and charges relating thereto, shall be deemed to be performed"Charges", unless such failure, refusal or inability is due primarily to payable within five (5) Business Days of written demand and if not paid within said five (5) Business Day period shall bear interest at 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 Securities 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 Default Rate from the sale date incurred until the date repaid. Any Charges due and payable by them Borrower hereunder which are not paid by Borrower within five (5) Business Days after written demand may be paid from any Revenues or other amounts then in the possession of the SecuritiesLender or Servicer, with notice thereof to Borrower.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Questionnaire, the Invitation Letter, the applicable listing agreement for the New York Stock Exchange, 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 FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof (other than a termination as a result of a failure to satisfy the condition set forth in subparagraph (d) of Section 6 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 failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then 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 Securities 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters’ invitation letter, the listing application, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees of FINRA; the listing fee of the NYSE; and the costs and expenses (including without limitation any damages or other amounts payable in connection with legal fees and disbursementsor contractual liability) incident to securing associated with the reforming of any required review by the FINRA of the terms of the contracts for sale of the Securities; and Offered Securities made by the expenses, including Underwriters caused by a breach of the fees and disbursements of counsel representation in Section 1(a)(ii)). Telstra agrees to pay for the Underwriters, roadshow expenses incurred in connection with the qualification offering up to an aggregate amount of US$500,000. Any transfer taxes imposed on the sale of the Offered Securities under State securities or Blue Sky lawsto the several Underwriters will be paid by the Company and each Selling Shareholder pro rata. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA rules or 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 Representative Representatives pursuant to Section 11 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 its their 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 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 Offered Securities 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 Offered Securities. All amounts payable hereunder in respect of fees and expenses shall be paid in U.S. dollars and free and clear of, and without any deduction or withholding for or on account of, any applicable taxes, levies, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law, in which event the Company or the relevant Selling Shareholder, as the case may be, will pay additional amounts so that the persons entitled to such payments will receive the amount that such persons would otherwise have received but for such deduction or withholding (except as otherwise provided hereunder). Except as otherwise provided above, any out-of-pocket expenses incurred by the several Underwriters for the “road show” in connection with the offering and sale of the Offered ADSs that have not been reimbursed by the Company or the Selling Shareholder shall be bourne by the Underwriters in the same proportion as the respective underwriting obligations of the Underwriters.

Costs and Expenses. The Company will pay all costs, 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing preparation, printing, filing, and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectuses, the Prospectus, this Agreement, any agreement among Underwriters, the Nasdaq National Market Listing Application, the Blue Sky Survey and any supplements or amendments thereto, and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares; the filing fees of the Commission; (iii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market and the inclusion of the Shares to be sold by the Company on the Nasdaq National Market; the fees and expenses of any transfer agent or registrar for the Shares; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD 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 Representatives pursuant to Section 11 10 hereof or paragraphs (A) or (E) of Section 12(a)(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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counselcounsel for the Underwriters, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, 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 fee of the NASD relative to securing any required its review by the FINRA of the terms of the sale of the SecuritiesShares by the Underwriters; the Listing Fee of the Nasdaq Stock Market. Each Selling Shareholder shall be responsible for the underwriting discounts and commissions applicable to the expensesShares being sold by such Selling Shareholder, including and, to the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and disbursements expenses of such counsel for shall be borne by such Selling Shareholder. Any transfer taxes imposed on the Underwriters, incurred in connection with the qualification sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) NASD regulations); 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 Representatives pursuant to Section 11 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 its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for their reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 SecuritiesShares.