Common use of Expenses and Fees Clause in Contracts

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky blue sky memorandum relating to the offering prepared by Xxxxxxx Spidi Xxxxx & XxxxxXxxxxxxxx, PCP.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, Commission and the New York Stock Exchange NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating theretothereto including those of Xxxxxxx Spidi & Xxxxx, PC and Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viiviii) any listing of the Shares on the New York Stock ExchangeNasdaq SmallCap Market; (viiiix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay, or cause the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to in accordance with Section 10 8 (b) hereof, includingall costs, without limitationexpenses, all costs fees and expenses incident to taxes in connection with (i) the printing preparation and filing of and mailing expenses associated with the Registration Statement, any each Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating printing and furnishing of copies of each thereof to the offering prepared by Xxxxxxx Spidi & XxxxxUnderwriter and to dealers (including costs of mailing and shipment), PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the feesregistration, disbursements issue, sale and expenses of the Company’s counsel and accountants in connection with the registration delivery of the Shares under including any stock or transfer taxes and stamp or similar duties payable upon the Act and all other expenses in connection with the preparation andsale, if applicable, filing issuance or delivery of the Registration Statement (including all amendments thereto)Shares to the Underwriter, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of the foregoing documents each thereof to the Underwriters; Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) the associated with qualification of the Shares for offering and sale under state securities or foreign laws and blue sky laws, including filing fees and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriters Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (and local counsel thereforv) relating thereto; (vii) any listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the New York Stock Exchange; Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any expenses for consultants engaged in connection with the road show presentations, travel, lodging and meals other expenses incurred by the officers of the Company and any of its officers, directors and employees such consultants in connection with any meetings with prospective investors in the Shares; road show, and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunder that are not otherwise specifically provided for in this Section 6hereunder.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary Blue Sky blue sky memorandum relating to the offering prepared by Xxxxxxx Malizia Spidi & XxxxxFisch, PC, counsel to the Underwriters Underwriter (collectively with any supplement theretowixx xxx supplemenx xxxreto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, Commission and the New York Stock Exchange NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters Underwriter (and local counsel therefor) relating thereto; (viiviii) any listing of the Shares on the New York Stock ExchangeNasdaq National Market System; (viiiix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ ' Questionnaire submitted to each of the Underwriters by the Representatives Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the CommissionNational Association of Securities Dealers, Financial Industry Regulatory Authority, and the New York Stock Exchange Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing any fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any to listing of the Shares on the New York American Stock Exchange; (viiivii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ ' Questionnaire submitted to each of the Underwriters by the Representatives Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC Empire Financial Group, Inc. in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the CommissionNational Association of Securities Dealers, Financial Industry Regulatory Authority, and the New York Stock Exchange Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing any fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any to listing of the Shares on the New York American Stock Exchange; (viiivii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) the preparation, printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among the Underwriters, the Underwriters’ ' Questionnaire submitted to each of the Underwriters by the Representatives Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”"UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares Company's Common Stock under the Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange Authority Inc. (“FINRA”) relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) any fees relating to causing the qualification of shares to be quoted on the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating theretoFINRA OTC Bulletin Board; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any reasonable cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone” advertisement in the Wall Street Journal; (x) all “Blue Sky” filing fees as requested by the Representative and all costs and expenses of “Blue Sky” registration or qualification, including the fees and disbursements of the Representatives legal counsel in connection therewith, the costs of preparing, printing and delivering “Blue Sky” memoranda, and all state registration, qualification and filing fees, and (ixxi) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary Blue Sky blue sky memorandum relating to the offering prepared by Xxxxxxx Spidi & XxxxxXxxxx Xxxxxxxxx, PCPA, as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, Commission and the New York Stock Exchange NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating theretothereto including those of Xxxxxxx Spidi & Xxxxx, PC in connection with compliance with state securities and blue sky laws; (viiviii) any listing of the Shares on the New York Stock ExchangeNasdaq National Market; (viiiix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 7 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares Company’s Common Stock under the Exchange Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto)of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, thereto and the Underwriting Documents and the Preliminary Blue Sky MemorandumDocuments; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the CommissionNational Association of Securities Dealers, Financial Industry Regulatory Authority, and the New York Stock Exchange Inc. relating to its approval of the Sharesfairness and reasonableness of the underwriting terms and arrangements; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the SharesUnits, including transfer agent’s and registrar’s fees; (vi) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company Underwriter and any of its officers, directors and employees in connection with any meetings with prospective investors in the SharesUnits; (vii) any cost of holding due diligence meetings and drafting sessions; (viii) any cost for placing a “tombstone” advertisement in the Wall Street Journal; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 64.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary Blue Sky blue sky memorandum relating to the offering prepared by Xxxxxxx Spidi Arnold & Xxxxx, PCPorter, counsel to the Underwriters Unxxxxxxter (collectively xxxlectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the UnderwritersUnderwriter; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, Commission and the New York Stock Exchange NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters Underwriter of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters Underwriter (and local counsel therefor) relating thereto; (viiviii) any listing of the Shares on the New York Stock ExchangeNasdaq [National] Market System; (viiiix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated pursuant to Section 10 9 hereof, including, without limitation, all costs and expenses incident to (i) the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ ' Questionnaire submitted to each of the Underwriters by the Representatives Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC Advest, Inc. in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “"Underwriting Documents”") and the preliminary Blue Sky blue sky memorandum relating to the offering prepared by Xxxxxxx Spidi Xxxxx & XxxxxXxxxxxxxx, PC, P.A. as counsel to the Underwriters (collectively with any supplement thereto, the “"Preliminary Blue Sky Memorandum”"); , (ii) the fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including all amendments thereto), any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Commission, Financial Industry Regulatory Authority, Commission and the New York Stock Exchange NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s 's and registrar’s 's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters (and local counsel therefor) relating theretothereto30, including those of Xxxxxx & Xxxxxx and Xxxxx & Xxxxxxxxx, P.A. in connection with compliance with state securities and blue sky laws; (viiviii) any listing of the Shares on the New York Stock ExchangeNasdaq SmallCap Market; (viiiix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s 's obligations hereunder that are not otherwise specifically provided for in this Section 6.