Common use of Expenses of the Company Clause in Contracts

Expenses of the Company. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses up to $10,000 of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Select Market and (x) 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 contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. (a) The Company agrees to pay shall be responsible for and shall bear all costs, fees of its expenses directly and expenses necessarily incurred in connection with the performance proposed financing, including: (i) the preparation, printing and filing of its obligations hereunder the Registration Statement and amendments thereto, including NASD and SEC filing fees, preliminary and final Prospectus and the printing of the Underwriting Agreement, the Agreement Among the Underwriters and the Selected Dealers' Agreement, a Blue Sky Memorandum and material to be circulated to the Underwriters by us; (ii) the issuance and delivery of certificates representing the Securities, including original issue and transfer taxes, if any; (iii) the qualifications of the Company's Securities (covered by the "firm commitment" offering) under State Securities or Blue Sky Laws, including counsel fees of Lester Morse P.C. relating thereto in the sum of Thirty-Five Thousand ($00,000) Xxllars plus disbursements relating to, but not limited to, long-distance telephone calls, photocopying, messengers, excess postage, overnight mail and courier services; (iv) the fees and disbursements of counsel for the Company and the accountants for the Company; (v) costs of qualifying the Securities for listing on NASDAQ and (vi) post closing tombstone advertisements not to exceed $12,000. Upon the commencement of the necessary state Blue Sky filings by our counsel, the Company shall supply him at his request, all necessary state filing fees. In addition, the Company shall pay Lester Morse P.C. $12,500 on or before the filing of the initial Regisxxxxxxx Xxxxement as an advance toward the blue sky fees, which $12,500 has been paid. (b) In addition, the Company shall bear each of the following costs: (i) investigative reports (such as Bishop's Reports) of the Company's executive officers, directors and pxxxxxxxx stockholders, as well as travel and other reasonable due diligence expenses not to exceed $10,000 in the aggregate, including without limitation, informational meetings and presentations in connection with the transactions contemplated hereby, including without limitation (i) all fees offering; and expenses of the registrar and transfer agent of the Shares, (ii) all fees otherwise unreimbursed postage, including mailing of preliminary and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses final prospectuses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by of the Company, Representative and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying preparation for, or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering and sale and distribution of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselan accountable basis.

Expenses of the Company. The Company agrees shall pay all of its expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is agreed that the following expenses of the Company shall be paid by the Company: (a) To the extent the Advisor is not expressly required to pay all costssuch expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, directors' fees and expenses incurred in connection with the performance of its obligations hereunder attending directors' meetings, travel and in connection with the transactions contemplated herebyother expenses incurred by directors, including without limitation (i) all fees officers and expenses employees of the registrar Company and transfer agent the cost of the Shares, directors' liability insurance; (iib) all fees and expenses The cost of borrowed money; (c) All taxes applicable to the Company’s counsel; (d) Legal, independent public or certified public accountants accounting, auditing, underwriting, brokerage, listing, registration and other advisors, (iii) all costs expenses and expenses taxes incurred in connection with the preparation, printing, filing, shipping and distribution organization or operations of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, the issuance, distribution, transfer, registration and each preliminary prospectus, each Permitted Section 5(dstock exchange or quotation system listing of the Company's securities; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees Fees and expenses incurred paid to advisors, independent contractors and Affiliates of the Advisor (as described herein), consultants, managers and other agents employed directly by the Company or by the Underwriters in connection with qualifying or registering (or obtaining exemptions from Advisor at the qualification or registration of) all or any part Company's request for the account of the Offered Shares for offer Company; (f) Expenses connected with the acquisition, disposition, leasing and sale under ownership of investments, including to the state securities or blue sky laws andextent not paid by others, if requested by the Representativebut not limited to, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ legal fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and other expenses of counsel for the Underwriters pursuant to this clause (vi)professional services, clause (iv) maintenance, repair and clause (v) above not to exceed $15,000 in the aggregate)improvement of property and brokerage and sales commissions, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(dmaintaining and managing property equity interests; (g) Communication or any Section 5(d) Oral Communication undertaken All insurance costs incurred in connection with the offering Company and its properties; (h) Expenses connected with payments of dividends or interest or distributions in cash or any form made or caused to be made by the Offered Shares, including, without limitation, Board of Directors to shareholders; (i) All expenses associated connected with communications to shareholders and the other bookkeeping and clerical work necessary in maintaining relations with shareholders and in complying with the preparation continuous reporting and other requirements of governmental bodies or dissemination of any electronic road showagencies, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of including the cost of any aircraft chartered in connection with the road show, printing and mailing certificates for securities and proxy solicitation materials and reports to shareholders; (viiij) the Transfer agent and registrar's fees and expenses associated with listing charges; and (k) Expenses relating to any office or office facilities maintained by the Offered Shares on Company separate from the NASDAQ, and (ix) all other fees, costs and expenses office or offices of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselAdvisor.

Expenses of the Company. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountant in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public Blue Sky or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementLegal Investment memorandum, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or disbursements of counsel to the Underwriters incurred in connection with qualifying or registering (or obtaining exemptions from the review and qualification or registration of) all or any part of the Offered offering of the Shares for offer and sale under the state securities or blue sky laws and, if requested by the RepresentativeNational Association of Securities Dealers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsInc., (v) all filing fees, attorneys’ fees costs and expenses incurred by incident to listing the Company or Shares on the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer Nasdaq National Market and sale under the provincial other national securities laws of Canada, and, if requested by the Representative, preparing exchanges and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsforeign stock exchanges, (vi) the costs, fees and expenses incurred by cost of printing certificates representing the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II obligations of the Registration StatementCompany and the Selling Stockholder hereunder for which provision is not otherwise made in this Section. Except It is understood, however, that except as provided in this Section 4 or in Section 78, Section 9 or entitled "Indemnity and Contribution", and the last paragraph of Section 10 hereof11 below, the Underwriters shall will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”) except those expenses that are specifically the responsibility of the Manager as set forth herein. Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (i) expenses in connection with the performance transaction costs incident to the acquisition, origination, leasing, disposition and financing of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, Assets; (ii) all fees costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager; (iii) the compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution allocable share of the Registration Statement (including financial statements, exhibits, schedules, consents cost of directors’ and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, officers’ liability insurance; (iv) all filing costs associated with the establishment and maintenance of any of the Company’s credit facilities, mortgage indebtedness or other indebtedness of the Company (including commitment fees, attorneys’ fees accounting fees, legal fees, closing and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration ofother similar costs) all or any part of the Offered Shares for offer Company’s or any Subsidiary’s securities offerings (including the Initial Public Offering, exclusive of the fees iStar has agreed to pay pursuant to the Exclusivity and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, Expense Reimbursement Agreement); (v) all filing fees, attorneys’ fees expenses connected with communications to lenders and expenses incurred by holders of the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all Company’s or any part of the Offered Shares for offer Subsidiary’s securities and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing other bookkeeping and printing a “Canadian wrapper”, clerical work necessary in maintaining relations with lenders and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of Securities and Exchange Commission, the costs payable by the Company to any electronic road show, expenses associated with the production of road show slides transfer agent and graphics, fees and expenses of any consultants engaged registrar in connection with the road show presentations with the prior approval listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used for the Company and the Subsidiaries; (vii) expenses incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and lodging other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, origination, financing, refinancing, sale or other disposition of an Asset or establishment and maintenance of any of the Company’s credit facilities, financing vehicles and borrowings under programs established by the U.S. government or any of the Company’s or any of the Subsidiary’s securities offerings (including the Initial Public Offering, subject to the Exclusivity and Expense Reimbursement Agreement); (viii) costs and expenses incurred with respect to market information systems and publications, pricing and valuation services, research publications, and materials and settlement, clearing and custodial fees and expenses; (ix) compensation and expenses of the representativesCompany’s custodian and transfer agent, employees if any; (x) the costs of maintaining compliance with all federal, state and officers local rules and regulations or any other regulatory agency; (xi) all taxes and license fees; (xii) all insurance costs incurred in connection with the operation of the Company’s business; (xiii) all other costs and expenses relating to the business operations of the Company and any such consultantsthe Subsidiaries, and 50% of including, without limitation, the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xiv) expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company and the Subsidiaries or Assets separate from the office or offices of the Registration StatementManager; (xv) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of lenders or holders of the Company’s or any Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan; (xvi) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise), including any costs or expenses in connection therewith, against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xvii) all costs and expenses relating to the development and management of the Company’s website; (xviii) the allocable share of expenses under a universal insurance policy covering the Manager, iStar or its affiliates in connection with obtaining and maintaining “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to those of our manager in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets; and (xix) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except The Company shall have no obligation to reimburse the Manager or its Affiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement except that, beginning after the first anniversary of this Agreement, the Company shall reimburse the Manager or its Affiliates, as provided applicable, for the Company’s allocable share of the compensation, including without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and the Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company, at the option of the Manager, shall be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and the Subsidiaries’ affairs as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the approval of a majority of the Independent Directors’. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. The provisions of this Section 4 10 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees shall pay all of its expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is agreed that the following expenses of the Company shall be paid by the Company: a) To the extent the Advisor is not expressly required to pay all costssuch expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, Directors’ fees and expenses incurred in connection with the performance of its obligations hereunder attending Directors meetings, travel and in connection with the transactions contemplated herebyother expenses incurred by Directors, including without limitation (i) all fees officers and expenses employees of the registrar Company and transfer agent the cost of the Shares, (iiDirectors’ liability insurance; b) all fees and expenses The cost of borrowed moneys; c) All taxes applicable to the Company’s counsel; d) Legal, independent public or certified public accountants accounting, auditing, underwriting, brokerage, listing, registration and other advisors, (iii) all costs expenses and expenses taxes incurred in connection with the preparation, printing, filing, shipping and distribution organization or termination of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, the issuance, distribution, transfer, registration and each preliminary prospectus, each Permitted Section 5(dstock exchange or quotation system listing of the Company’s securities; e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees Fees and expenses incurred paid to advisors, independent contractors, the Management Agent, consultants, managers and other agents employed directly by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising Advisor at the Underwriters Company’s request for the account of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part by Affiliates of the Offered Shares for offer and sale under the provincial securities laws of CanadaAdvisor, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vias provided above; f) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken Expenses in connection with the offering acquisition, disposition, leasing and ownership of investments, including to the extent not paid by others, but not limited to, legal fees and other expenses of professional services, maintenance, repair and improvement of property and brokerage and sales commissions, expenses of maintaining and managing Real Property equity interests (including the fees and charges of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged Management Agent); g) All insurance costs incurred in connection with the road show presentations Company; h) Expenses connected with payments of dividends or interest or distributions in cash or in any form made or caused to be made by the prior approval Board of Directors to holders of securities of the Company, travel and lodging ; i) All expenses connected with communications to holders of the representatives, employees and officers securities of the Company and any such consultantsthe other bookkeeping and clerical work necessary in maintaining relations with holders of securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, and 50% of including the cost of any aircraft chartered in connection with printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the road show, (viiiCompany’s securities; j) the Transfer agent and registrar’s fees and expenses associated with listing charges; and k) Expenses relating to any office or office facilities maintained by the Offered Shares on Company separate from the NASDAQ, and (ix) all other fees, costs and expenses office or offices of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselAdvisor.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel the Trustee for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and up to $10,000 of reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of this AgreementAgreement and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares Company’s counsel, accountants and other advisors and the fees and disbursements of counsel for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsSelling Shareholder, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriter of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus and one or more versions of the Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (vii) the preparation, printing and delivery to the Underwriter of copies of the Blue Sky Survey and any supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriter shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $10,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counselobligations under this Agreement, independent public or certified public accountants and other advisors, including (iiii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communication, the preparation and all amendments and supplements thereto, and this Agreementdelivery of the certificates or security entitlements for the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionssupplement thereto (not to exceed $5,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and fifty (50% %) percent of the cost of any aircraft and other transportation chartered in connection with road show travel to Boston originating in and returning to New York (provided that the road showother fifty (50%) percent of such aircraft and other transportation chartered are borne by the Underwriters), (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQ, review by FINRA of the terms of the sale of the Securities (not to exceed $20,000) and (ix) all other feesthe fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange, and (x) 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. (a) The Company agrees to will pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all own costs and expenses incurred in connection with the preparationpublic offering contemplated hereby, printingincluding, filingwithout limitation: (i) expenses incident to the issuance and delivery of the Shares, shipping including fees of any transfer or registration agent; (ii) Federal, State, National Association of Securities Dealers, Inc. ("NASD") and distribution other qualification or registration fees regarding the Shares; (iii) costs of preparing, printing and filing all copies of the Registration Statement and related Prospectus (including financial statements, exhibits, schedules, consents preliminary and certificates of expertsfinal copies thereof), all subsequent amendments or supplements thereto, and all exhibits and other instruments relating to the Time sale of Sale Prospectusthe Shares, including the costs of syndication material; (iv) costs of qualifying the Company's Shares for listing on the OTC Electronic Bulletin Board; (v) costs of printing all copies of the Underwriting Agreement, the ProspectusAgreement Among Underwriters, each free writing prospectus prepared the Selling Group (Selected Dealers) Agreement, Underwriters' Questionnaire, Power of Attorney, "Blue Sky" Memorandum, it being understood that in the event the Underwriter acts as sole Underwriter, it will not print these documents other than the Selling Group Agreement and Blue Sky Memorandum; (vi) costs of engraving and supplying the certificates for the Shares and component parts thereof; and (vii) fees and expenses of legal counsel, accountants and other experts of the Company. In addition, the Company shall bear the costs of otherwise unreimbursed postage, including mailing to customers of preliminary and final prospectuses incurred by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or of the Underwriters in connection with qualifying preparation for, or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering and sale and distribution of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on an accountable basis. (b) The Company will also pay all expenses relating to qualifying or registering the NASDAQsecurities which are the subject of this Agreement under the securities or "Blue Sky" laws of such states and jurisdictions as shall be designated by the Underwriter. Such qualification or registration shall be performed by the Underwriter's counsel and its counsel fees relating thereto, and (ix) all other fees, costs and expenses in the sum of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the $20,000 plus state filing fees and disbursements relating thereto, but not limited to, long-distance telephone calls, photocopying, excess postage, messengers, overnight mail and courier services which shall be paid by the Company upon demand. The state filing fees are due upon the Company's receipt of their counsel"Blue Sky" papers for filing. The $20,000 fee is due at the Initial Closing Date of the Offering. Disbursements are payable upon receipt of invoice.

Expenses of the Company. The Company agrees to shall pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder expenses and in connection with shall reimburse the transactions contemplated hereby, including without limitation (i) all fees Manager and its Affiliates for documented expenses of the registrar Manager and transfer agent its Affiliates incurred on its behalf (collectively, the “ Expenses ”). The Expenses shall be charged to the Company without xxxx-up, interest or other profit to the Manager or its Affiliates. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the employees of the SharesManager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iib) all fees the compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (c) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, schedulesreasonable legal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of any electronic road showSecurities and Exchange Commission, expenses associated with the production of road show slides costs (including transfer agent and graphics, fees and expenses of any consultants engaged registrar costs) in connection with the road show presentations with the prior approval listing and/or trading of the Company’s securities on any exchange or inter-dealer quotation system, travel the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (e) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (f) reasonable expenses incurred by managers, officers, employees and officers agents of the Company Manager and its Affiliates for travel on the Company’s behalf and other reasonable out-of-pocket expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any such consultants, other regulatory agency; (h) all taxes and 50% of the cost of any aircraft chartered license fees; (i) all insurance costs incurred in connection with the road showoperation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (j) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company; (viiik) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (n) the fees allocable portion of salaries and other compensation, rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses associated with listing of the Offered Shares Manager and its Affiliates required for, and based on the NASDAQpercentage of time spent by personnel of the Manager and its Affiliates on, the Company’s operations (provided, that the allocation of compensation expense shall be determined based on the Manager’s good faith estimate of the value of each Person’s services performed on the Company’s business and affairs, subject to the periodic review and approval of the Independent Committee); and (ixo) all other fees, costs expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and expenses functions under this Agreement. The provisions of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement and any Agreement among Underwriters, (iii)the preparation, issuance and delivery of the certificates for the Securities 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 Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the filing fees incident to the review by the NASD of the terms of the sale of the Securities, (x) the fees and expenses incurred in connection with the performance inclusion of its obligations hereunder the Securities in The Nasdaq Stock Market and in connection with the transactions contemplated hereby, including without limitation (ixi) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the reasonable costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expensesUnderwriters, including the fees and disbursements of their counselcounsel for the Underwriters, in connection with matters related to the Reserved Securities which are designated by the Company for sale to directors and employees of, and others having a business relationship with, the Company.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the each Preliminary Prospectus, each free writing prospectus prepared by Issuer Free Writing Prospectus and the Prospectus and any amendments or on behalf of, used by, or referred to supplements thereto and any costs associated with electronic delivery of any of the foregoing by the CompanyUnderwriters to investors, (iii) the preparation, issuance and each preliminary prospectusdelivery of the certificates for the Securities to the Underwriters, each Permitted Section 5(d) Communicationincluding any stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements theretoissuance or delivery of the Securities to the Underwriters (but not, and this Agreementfor the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (if applicable), (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counselobligations under this Agreement, independent public or certified public accountants and other advisors, including (iiii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communication, the preparation and all amendments and supplements thereto, and this Agreementdelivery of the certificates or security entitlements for the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionssupplement thereto (not to exceed $5,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and fifty (50% %) percent of the cost of any aircraft and other transportation chartered in connection with road show travel (provided that the road showother fifty (50%) percent of such aircraft and other transportation chartered are borne by the Underwriters), (viii) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQNew York Stock Exchange, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Whether or not the transactions contemplated hereby are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay all costs, fees and or cause to be paid the following expenses incurred in connection with incidental to the performance of its the obligations hereunder of the Company and in connection with the transactions contemplated hereby, including without limitation Selling Stockholders under this Agreement (except for expenses payable by the Selling Stockholders pursuant to Section 7(b) hereof): (i) all fees and expenses of the registrar and transfer agent of the Sharesfees, (ii) all fees disbursements and expenses of the Company’s counsel, independent public or certified public 's counsel and accountants in connection with the registration of the Shares under the Act and all other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement and the Prospectus Supplement and amendments and supplements thereto and the mailing and delivering of copies thereof and of any Preliminary Prospectus Supplement to the Underwriter and dealers; (ii) the printing and delivery (including financial statementspostage, exhibitsair freight charges and charges for counting and packaging) of such copies of the Registration Statement, schedulesany Preliminary Prospectus Supplement, consents and certificates of experts)the Prospectus Supplement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Information and all amendments and or supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters to any of them as may be reasonably requested for use in connection with qualifying or registering the offering and sale of the Shares; (or obtaining exemptions from iii) consistent with the provisions of Section 5.1(j), all expenses in connection with the qualification or registration of) all or any part of the Offered Shares for offer offering and sale under the state securities laws or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandumlaws, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, including reasonable attorneys’ ' fees and out-of-pocket expenses incurred by of the Company or counsel for the Underwriters Underwriter in connection with qualifying or registering therewith (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate2,500), ; (viiiv) the costs and expenses filing fees incidental to securing any required review by FINRA of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering fairness of the Offered Shares, including, without limitation, expenses associated with terms of the preparation or dissemination sale of any electronic road show, expenses associated with the production of road show slides Shares and graphics, the reasonable fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval disbursements of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, Underwriter's counsel relating thereto; (viiiv) the fees and expenses associated with listing the Offered Shares on The NASDAQ Global Market; (vi) the NASDAQ, costs and charges of any transfer agent or registrar; (ixvii) all other fees, costs and expenses of the nature referred to in Item 13 of Part II 14 of the Registration Statement; and (viii) if applicable, the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in the “roadshow” for the offering contemplated hereby, provided that the Company shall not be obligated to pay any such expenses unless the Company has consented to and pre-approved the incurrence of such expenses. Except as provided in this Section 4 or 7 and in Section 7, Section 9 or Section 10 8 hereof, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel. In addition, in the event that the proposed offering is terminated for the reasons set forth in Section 5.1(l) hereof, the Company agrees to reimburse the Underwriter as provided in Section 5.1(l).

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and in connection with of the transactions contemplated herebySelling Stockholders under this Agreement, including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including without limitation printing and engraving costs, (iiv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, the Underwriters' Questionnaire, the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters other securities laws of such qualifications, registrations and exemptionsjurisdictions as the Representatives may designate, (vix) all filing fees, attorneys’ fees and expenses paid or incurred by the Company or the Underwriters in connection with qualifying or registering filings made with the NASD and (or obtaining exemptions from the qualification or registration ofx) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with the listing of the Offered Shares and the Common Stock on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq National Market.

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and of the Selling Shareholders under this Agreement and in connection with the transactions contemplated hereby, including without limitation including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including printing and engraving costs, (iv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, the Underwriters' Questionnaire, the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial other securities laws of Canadasuch jurisdictions as the Representatives may designate, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all fees and expenses paid or incurred in connection with filings made with the NASD, (x) all fees and expense s associated with the listing of the Shares and the Common Stock on the Nasdaq National Market, and (xi) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II of the Registration Statement. Except as their obligations hereunder which are not otherwise specifically provided for in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSection.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be sold by the Selling Shareholder to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale by the Selling Shareholder, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Such costs and reimbursements shall be in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (i) expenses in connection with the performance issuance and transaction costs incident to the acquisition, disposition and financing of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, Investments; (ii) all fees costs of legal, tax, accounting, consulting, auditing, administrative, and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager or, if provided by the Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iii) the compensation and expenses of the Company’s counseldirectors and the cost of liability insurance to indemnify the Company’s directors and officers; (iv) costs associated with the establishment and maintenance of any of the Company’s or any Subsidiary’s repurchase agreements, independent public or certified public accountants warehouse facilities and other advisorssecured and unsecured forms of borrowings (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings; (iiiv) expenses in connection with the application for, and participation in, programs established by the U.S. government; (vi) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (vii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company and the Subsidiaries; (viii) expenses incurred by managers, officers, personnel and agents of the Manager for travel or entertainment on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any repurchase agreements, warehouse facilities, borrowings under programs established by the U.S. government, other secured and unsecured forms of borrowings or any of the Company’s or any Subsidiary’s securities offerings; (ix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, including financial analytics and market data, and settlement, clearing and custodial fees and expenses; (x) compensation and expenses of the Company’s custodian and transfer agent, if any; (xi) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (xii) all taxes and license fees; (xiii) all insurance costs incurred in connection with the operation of the Company’s business, except for the costs attributable to the insurance that the Manager elects to carry for itself and its personnel; provided, however, that the Company will be responsible for its pro rata portion of the premiums related to the Manager’s “errors and omissions” insurance coverage, as provided below; (xiv) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and the Subsidiaries; (xv) all other costs and expenses relating to the business of the Company and the Subsidiaries and investment operations, including the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, valuation, reporting, audit and legal fees; (xvi) expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Investments separate from the office or offices of the Manager; (xvii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of holders of the Company’s or any Subsidiary’s securities, including in connection with any dividend reinvestment plan; (xviii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xix) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; and (xx) any costs and expenses (including those described above) incurred by a sub-adviser engaged by the Manager pursuant to Section 2(e) in connection with the preparation, printing, filing, shipping and distribution provision of sub-advisory services in respect of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesManager, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees costs and expenses of counsel for CLA Founders LLC; provided, however, that the Underwriters pursuant reimbursement of any such costs and expenses shall be subject to the same limitations set forth in this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in Agreement on the aggregate), (vii) reimbursement of the costs and expenses of the Manager. The Company relating shall have no obligation to investor presentations on any “road show”reimburse the Manager for the salary, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering bonus, benefit and other compensation costs of the Offered SharesManager’s personnel who provide services to the Company under this Agreement, includingexcept that, without limitationthe Company shall reimburse the Manager for the Company’s allocable share of the compensation paid by the Manager to its personnel serving as the Company’s principal financial officer and general counsel and personnel hired by the Manager as in-house legal, expenses associated tax, accounting, consulting, auditing, administrative, information technology, valuation, computer programming and development and back-office resources to the Company. The Company’s share of such out of pocket costs shall be based upon commercially reasonable estimates of the percentage of time devoted by such personnel of the Manager to the Company’s affairs. The Manager shall provide the Company with such information as the preparation or dissemination Company may reasonably request to support the determination of any electronic road showthe Company’s share of such costs. The Manager shall be responsible for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, expenses associated with President, and Chief Investment Officer and the production Manager’s investment professionals. In addition, the Company will be required to pay the Company’s pro rata portion of road show slides (i) rent, telephone, utilities, office furniture, equipment, machinery and graphicsother office, fees internal and overhead expenses of any consultants engaged the Manager and its affiliates required for the operations of the Company and the Subsidiaries and (ii) premiums related to the “errors and omissions” insurance coverage referred to in connection Section 7(e). These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of net assets compared to all remaining net assets managed or held by Pine River or managed or held by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the event that the Company’s business combination transaction (the “Business Combination Transaction”) with Capitol Acquisition Corp., a Delaware corporation, is consummated, the road show presentations with Company will reimburse the prior approval Manager for all organizational, formation and transaction costs it has incurred on behalf of the Company, travel and lodging expenses of the representatives, employees and officers of but the Company and any shall not be responsible for such consultants, and 50% costs in the event the Business Combination Transaction is not consummated. The provisions of this Section 9 shall survive the cost expiration or earlier termination of any aircraft chartered this Agreement to the extent such expenses have previously been incurred or are incurred in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 such expiration or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager and its Affiliates for documented expenses of the Manager and its Affiliates incurred on its behalf (collectively, fees the "Expenses"). Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company's, together with the following: (a) expenses in connection with the performance issuance and transaction costs incident to the acquisition, disposition and financing of its obligations hereunder Investments; (b) costs of legal, tax, accounting, consulting, auditing, administrative and in connection with other similar services rendered for the transactions contemplated herebyCompany by providers retained by the Manager or, including without limitation (i) all fees and expenses if provided by the employees of the registrar and transfer agent of Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis; (c) the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants 's directors and the cost of liability insurance to indemnify the Company's directors and officers; (d) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, scheduleslegal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of any electronic road showSecurities and Exchange Commission, expenses associated with the production of road show slides costs (including transfer agent and graphics, fees and expenses of any consultants engaged registrar costs) in connection with the road show presentations with the prior approval listing and/or trading of the Company's securities on any exchange or inter-dealer quotation system, travel the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and lodging expenses mailing the Company's annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (f) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (g) expenses incurred by managers, officers, employees and officers agents of the Company Manager and any such consultantsits Affiliates for travel on the Company's behalf and other out-of-pocket expenses incurred by managers, officers, employees and 50% agents of the cost of any aircraft chartered Manager and its Affiliates in connection with the road showpurchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (viiih) the allocable costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses associated of the Company's custodian and transfer agent, if any; (j) the costs of maintaining compliance with listing all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) all insurance costs incurred in connection with the Offered Shares on operation of the NASDAQCompany's business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company; (ixn) all other feescosts and expenses relating to the Company's business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company or Investments separate from the office or offices of the Registration StatementManager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (r) the allocable portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company's operations; and (s) all other expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as provided in Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the expense of the wages and salaries of the Manager's officers and employees. The provisions of this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of SECTION 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSECTION 1(a)(ii).

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, the ADR Registration Statement and of each amendment thereto, each preliminary prospectus and the Prospectus and any amendments or supplements thereto, and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors; (ii) the preparation and delivery to the Underwriters of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities by the Company 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 Securities to the Underwriters, (iv) the delivery of the Ordinary Shares represented by the ADSs to the Depositary, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the filing fees in connection the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, (vii) the fees and expenses of the Depositary, any transfer agent or registrar, and each custodian, if any, for the Securities, (viii) the fees and the Company’s own expenses incurred in connection with the roadshow and any electronic roadshow, (ix) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses quotation of the registrar and transfer agent ADSs on the NYSE, (x) the filing fees incidental to the review by the NASD of the Shares, (ii) all fees and expenses terms of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution sale of the Registration Statement Securities and (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viixi) the costs and expenses associated with complying with the provisions of Section 3(e) hereof. The Underwriters will bear their own out-of-pocket expenses incurred in the execution of the Company relating to investor presentations on any “road show”Offering, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with including their own expenses during the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsroadshow, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their Underwriters’ own expenses, including the fees and disbursements of their counsellegal costs.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors and the fees and disbursements of one counsel for all of the Selling Shareholders, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising (vi) the printing and delivery to the Underwriters of such qualificationscopies of each Preliminary Prospectus, registrations any Permitted Free Writing Prospectus, the Prospectus and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company one or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part more versions of the Offered Shares Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, advising (vii) the preparation, printing and delivery to the Underwriters of such qualifications, registrations copies of the Blue Sky Survey and exemptionsany supplement thereto, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriters shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $20,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Market.

Expenses of the Company. The In addition to the obligation of the Company to pay the fees of the Dealer Managers and to reimburse the Dealer Managers for their reasonable out-of-pocket expenses as provided in subsection 2(d) hereof, the Company agrees to pay all costs, fees costs and expenses incurred incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8 hereof, including, but not limited to, all costs and expenses incident to (a) the preparation, filing, printing, word processing, publishing or other production of documents with respect to such transactions, including any costs of printing the Exchange Materials and any amendments or supplements thereto and all other agreements relating to the Exchange Offer and the Solicitation or the distribution of any blue sky memoranda, (b) the customary mailing and handling (including postage, air freight charges and charges for counting and packaging) of such copies of the Exchange Materials and any amendments or supplements thereto as may, in each case, be reasonably requested for use in connection with the performance Exchange Offer, (c) all arrangements relating to the delivery to the Dealer Managers of its obligations hereunder copies of the foregoing documents, (d) the preparation, issuance and delivery of the New Securities, and the qualification of the New Securities under securities or “blue sky” laws of the several states or any non-U.S. jurisdiction, including filing fees and the reasonable fees and disbursements of counsel for the Dealer Managers, and including any stamp or transfer taxes in connection with the transactions contemplated herebyoriginal issuance and sale of the New Securities, including without limitation (e) the registration of the Exchange Offer and the New Securities under the Securities Act, (f) the listing of the New Securities on the New York Stock Exchange, (g) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company and the Trust, (h) the fees and disbursements of the Information Agent and Exchange Agent and the Depositary, (i) all the fees and expenses disbursements of the registrar and transfer agent Indenture Trustee, the trustees of the SharesTrust, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Collateral Agent (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for to such trustees and the Underwriters pursuant to this clause (vi), clause (ivCollateral Agent in connection with the Transaction Documents) and clause (vi) above not to exceed $15,000 in the aggregate), (vii) the any costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with any meetings with holders of Old Securities relating to the offering of Exchange Offer and the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSolicitation.

Expenses of the Company. The Company agrees Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountant in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public Blue Sky or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementLegal Investment memorandum, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or disbursements of counsel to the Underwriters incurred in connection with qualifying or registering (or obtaining exemptions from the review and qualification or registration of) all or any part of the Offered offering of the Shares for offer and sale under the state securities or blue sky laws and, if requested by the RepresentativeNational Association of Securities Dealers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsInc., (v) all filing fees, attorneys’ fees costs and expenses incurred by incident to listing the Company or Shares on the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer Nasdaq National 17 Market and sale under the provincial other national securities laws of Canada, and, if requested by the Representative, preparing exchanges and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsforeign stock exchanges, (vi) the costs, fees and expenses incurred by cost of printing certificates representing the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II obligations of the Registration StatementCompany and the Selling Stockholder hereunder for which provision is not otherwise made in this Section. Except It is understood, however, that except as provided in this Section 4 or in Section 78, Section 9 or entitled "Indemnity and Contribution", and the last paragraph of Section 10 hereof11 below, the Underwriters shall will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its their respective obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriters, including, subject to Section 5(d4(b) Communicationany stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements thereto, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of counsel, accountants and other advisors for the Company or and in accordance with the Registration Rights Agreement, the fees and disbursements of one counsel for the Selling Shareholders, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to be paid travel and lodging expenses of the Representatives, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities up to an amount no greater than $25,000 and (ix) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses up to $10,000 of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Select Market and (x) 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 contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 5(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel the Trustee for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and up to $10,000 of reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and the Conversion Shares and any taxes payable in that connection, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of the Trustee and any paying agent for the Securities and any transfer agent or registrar for the Conversion Shares, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Conversion Shares on the NASDAQ, New York Stock Exchange and (ixxi) all other fees, costs and expenses of any fees charged by rating agencies for rating the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSecurities.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities not to exceed $15,000 and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation and delivery of the certificates for the Securities to the Underwriters, but excluding any stock or other transfer taxes and any stamp or other similar duties payable upon the sale or delivery of the Securities to the Underwriters; (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costsprinting and delivery to the Underwriters of copies of each preliminary prospectus, fees any Permitted Free Writing Prospectus and expenses incurred of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)investors, (vii) the costs preparation, printing and expenses delivery to the Underwriters of copies of the Company relating to investor presentations on Blue Sky Survey and any “road show”supplement thereto, any Permitted Section 5(d(viii) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with transfer agent or registrar for the road show presentations with the prior approval of the CompanySecurities, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of (ix) the cost of any private aircraft chartered in connection with the road show, (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the Securities and (xi) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNew York Stock Exchange.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the 16 18 Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by NASD of the terms of the sale of the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of Securities in the SharesNew York Stock Exchange, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viixi) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It being understood that each of the Company and the Underwriters will be responsible for 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselroadshow.

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and in connection with of the transactions contemplated herebySelling Stockholders under this Agreement, including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including without limitation printing and engraving costs, (iiv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, [THE UNDERWRITERS' QUESTIONNAIRE], the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial other securities laws of Canada, and, if requested by such jurisdictions as the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQRepresentatives may designate, and (ix) all other fees, costs and expenses of filing fees paid or incurred in connection with filings made with the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASD.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts)this Agreement, the Time Indenture and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance or delivery of Sale Prospectusthe Securities or the issuance or delivery of the shares of Underlying Common Stock issuable upon conversion thereof, (iii) the preparation, issuance and delivery of the certificates for the Securities to, and the initial resale thereof by, the ProspectusUnderwriters, each free writing prospectus prepared by including any stock or on behalf ofother transfer taxes, used any stamp or other duties payable upon the sale, issuance and delivery of the Securities to, and the initial resale thereof by, or referred to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communicationany charges of DTC in connection therewith, and all amendments and supplements thereto, and this Agreementthe certificates for the shares of Underlying Common Stock issuable upon conversion thereof, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities and the shares of Underlying Common Stock under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, not in excess of $10,000, (viiixi) the fees and expenses incurred in connection with the inclusion of the shares of Underlying Common Stock issuable upon conversion of the Securities on the NASDAQ Global Select Market, (xii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with listing the Offered Shares on reforming of any contracts for sale of the NASDAQ, Securities made by the Underwriters caused by a breach of the representation contained in the third paragraph of Section 1(a)(ii) hereof and (ixxiii) all other fees, costs the fees and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expensesTrustee, including the fees and disbursements of their counselcounsel for the Trustee in connection with the Indenture and the Securities.

Expenses of the Company. The (a) Except as provided in Section 9, the Company agrees to pay will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (i) the Management Fee; (ii) the cost of calculating NAV, including the cost of any third-party pricing or valuation services; (iii) fees and expenses associated with investment research and due diligence, including fees and expenses relating to newswire, quotation equipment and services, market data services, third-party providers of research, publications, periodicals, subscriptions and database services, data processing and computer software expenses, due diligence, providers of specialized data and/or analysis related to companies, sectors or asset classes in which the Company has made or intends to make an investment; (iv) accounting, auditing, entity-level taxes imposed on or with respect to the Company and tax preparation fees and expenses; (v) professional fees and expenses (including fees and expenses of investment bankers, appraisers, public and government relations firms and other consultants and experts); (vi) fees and expenses (including travel and lodging expenses) associated with corporate engagement campaigns (both long and short), such as fees and expenses related to event hosting and production, public presentations, production, preparation and dissemination of any letters or other communications with respect to plans and proposals regarding the management, ownership, business and capital structure of any portfolio company or prospective investment, creating and maintaining informational websites and engaging in online campaigns including via social media, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers and compensation, indemnification and expenses of any nominees proposed by the Manager as directors or executives of portfolio companies and all related expenses (such as all costs incurred in connection with identifying and recruiting directors to serve on the performance board of its obligations hereunder a portfolio company, proxy solicitors, public relations and in connection with other relevant documents, the transactions contemplated hereby, including without limitation negotiation of side letters and other related costs); (ivii) all fees and expenses of the registrar (including travel and transfer agent of the Shareslodging expenses) relating to unaffiliated advisers, consultants and finders and/or introducers relating to investments and/or prospective investments; (iiviii) all website development and maintenance, media, marketing printing and postage expenses; (ix) brokerage fees and commissions; (x) fees and expenses relating to short sales (including dividend and stock borrowing expenses); (xi) clearing and settlement charges, custodial fees, bank service fees, margin and other interest expense and transaction fees, filing and registration fees (e.g., “blue sky” and corporate filing fees and expenses), insurance expenses, initial offering and organizational expenses and payments for custody of the Company’s counselassets and for the performance of administrative services; (xii) fidelity bond, independent public or certified public accountants Trustees and officers errors and omissions liability insurance and other advisorsinsurance premiums; (xiii) legal fees and expenses (including those expenses associated with attending, and preparing for Board meetings, as applicable, and generally serving as counsel to the Company or the independent Trustees, indemnification expenses and fees, expenses, fines, penalties, damages or settlements relating to or arising out of regulatory or similar investigations, inquiries and “sweeps” and pending, threatened and future litigation arising out of the Company’s investments); (iiixiv) all underwriting costs and any costs and expenses associated with or related to due diligence performed with respect to the Company’s offering of its securities, including, but not limited to, costs associated with or related to due diligence activities performed by, on behalf of, or for the benefit of broker-dealers, registered investment advisors and third-party due diligence providers; (xv) costs incident to payment of dividends or distributions by the Company; (xvi) costs associated with the Company’s share repurchase program, if any; (xvii) costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including compliance with the Xxxxxxxx-Xxxxx Act of 2002; (xviii) any fees, expenses and other costs related to any Proceeding arising out of or in connection with current and past investments (including Proceedings alleging violations of laws, regulations, breach of contract or tort), subject to applicable limitations on indemnification as set forth in this Agreement, the Company Documents and applicable law; (xix) fees and expenses (including legal fees and expenses) relating to regulatory and self-regulatory organization filings and compliance pertaining to the Company’s business and activities, investments or prospective investments, including fees and expenses related to the listing of the Company’s securities on the New York Stock Exchange or any other national securities exchange and the Company’s required filings and reporting under the Exchange Act, Xxxx-Xxxxx-Xxxxxx Act, filings and other similar filings, including fees and expenses incurred as a result of failing to make such filings; (xx) fees and expenses related to the organization of the Company, including fees and expenses related to the Company’s formation, legal fees and professional and other fees related to the recruitment of the Company’s Trustees who are not “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act); (xxi) fees and expenses incurred in connection with the preparationformation, printing, filing, shipping maintenance and distribution liquidation of any special purpose vehicles formed to effect or facilitate the Registration Statement acquisition of any investment; (including financial statements, exhibits, schedules, consents xxii) wind-up and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, liquidation fees and each preliminary prospectus, each Permitted Section 5(dexpenses; (xxiii) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ other fees and expenses incurred by similar in type and nature to the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the described above; and (xxiv) other Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred as approved by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related Board from time to the Underwriters’ participation in the offering and distribution time. (b) If any of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel listed in Section 10(a) are incurred jointly for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers account of the Company and any Other Accounts, such consultants, expenses shall be allocated among the Company and 50% such Other Accounts in proportion to the size of the cost of any aircraft chartered in connection with the road showinvestment made by each to which such expense relates, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, such other manner as the Underwriters shall pay their own expenses, including the fees Manager considers fair and disbursements of their counselequitable.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) a pro rata portion of the expenses incurred for the wages, salary and benefits of the Company’s chief financial officer and accounting operations and other support staff determined on the basis of the relative time devoted to the business and affairs of the Company on one hand and the business and affairs of the Manager and its Affiliates and ventures and accounts managed by them on the other hand. (b) expenses in connection with the performance issuance and transaction costs incident to the acquisitions, disposition and financing of its obligations hereunder Investments; (c) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, in connection with amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (d) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (e) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, scheduleslegal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (f) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of Securities and Exchange Commission, the costs payable by the Company to any electronic road show, expenses associated with the production of road show slides transfer agent and graphics, fees and expenses of any consultants engaged registrar in connection with the road show presentations with the prior approval listing and/or trading of the Company’s stock on any exchange, travel the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (g) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company as approved by the Board of Directors; (h) expenses incurred by managers, officers, employees and officers agents of the Company Manager for travel on the Company’s behalf and any such consultantsother out-of-pocket expenses incurred by managers, officers, employees and 50% agents of the cost of any aircraft chartered Manager in connection with the road showpurchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (viiii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (j) compensation and expenses of the Company’s custodian and transfer agent, if any; (k) the fees costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (l) all taxes and license fees; (m) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (n) costs and expenses associated incurred in contracting with listing third parties, including Affiliates of the Offered Shares on Manager, for the NASDAQ, servicing and special servicing of assets of the Company; (ixo) all other feescosts and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (p) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company or Investments separate from the office or offices of the Registration StatementManager; (q) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (r) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (s) the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s operations; (t) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; and (u) all other costs and expenses agreed by the Board of Directors. Except Without regard to the amount of compensation received under this Agreement by the Manager, except as provided in Section 9(a), the Manager shall be responsible for and shall not be entitled to any reimbursement of the wages, salaries and benefits of the Manager’s officers and employees. The provisions of this Section 4 9(a) shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement, consents and certificates of experts)any Agreement among Underwriters, the Time Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of Sale Prospectusthe Securities, (iii) the Prospectuspreparation, each free writing prospectus prepared by or on behalf ofissuance, used bysale and delivery of the certificates for the Securities to the Underwriters and any taxes payable in that connection, or referred to by (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, each any Permitted Section 5(dFree Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) Communicationthe preparation, printing and all amendments delivery to the Underwriters of copies of the Blue Sky Survey and supplements any supplement thereto, and this Agreement, (ivviii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Surveyroad show” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionspresentation to potential investors, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (viix) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause Trustee and any paying agent (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, including related fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any counsel to such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viiiparties) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ixx) all other fees, costs and expenses of any fees charged by rating agencies for rating the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSecurities.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The Nasdaq Global Select Market.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”). Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the performance issuance and transaction costs incident to the acquisitions, disposition and financing of its obligations hereunder Investments; (b) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, in connection with amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis; (c) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (d) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, scheduleslegal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of Securities and Exchange Commission, the costs payable by the Company to any electronic road show, expenses associated with the production of road show slides transfer agent and graphics, fees and expenses of any consultants engaged registrar in connection with the road show presentations with the prior approval listing and/or trading of the Company’s stock on any exchange, travel the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company as approved by the Board of Directors; (g) expenses incurred by managers, officers, employees and officers agents of the Company Manager for travel on the Company’s behalf and any such consultantsother out-of-pocket expenses incurred by managers, officers, employees and 50% agents of the cost of any aircraft chartered Manager in connection with the road showpurchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the Company’s custodian and transfer agent, if any; (j) the fees costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses associated incurred in contracting with listing third parties, including Affiliates of the Offered Shares on Manager, for the NASDAQ, servicing and special servicing of assets of the Company; (ixn) all other feescosts and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company or Investments separate from the office or offices of the Registration StatementManager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (r) the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s operations; (s) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; and (t) all other costs and expenses agreed by the Board of Directors. Except as provided in Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall be responsible for the wages and salaries of the Manager’s officers and employees, other than, if applicable, the Company’s Chief Financial Officer. The provisions of this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the costs of the preparation, printing and filing the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the costs of the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, (iii) any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery to the Underwriters of the Shares being sold by the Company, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the filing fees incident to any filings under state securities laws, and the reasonable fees and disbursements of counsel for the Underwriters in connection with such filings, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets, the Prospectus and any amendments or supplements thereto, (vii) the costs of the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Class A Shares, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the Shares and (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with listing on the transactions contemplated hereby, including without limitation (i) all fees and expenses New York Stock Exchange of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to newly issued Shares being sold by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees to shall pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder expenses and in connection with shall reimburse the transactions contemplated hereby, including without limitation (i) all fees Manager and its Affiliates for documented expenses of the registrar Manager and transfer agent its Affiliates incurred on its behalf (collectively, the “Expenses”). The Expenses shall be charged to the Company without mxxx-up, interest or other profit to the Manager or its Affiliates. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the employees of the SharesManager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iib) all fees the compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (c) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, schedulesreasonable legal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of any electronic road showSecurities and Exchange Commission, expenses associated with the production of road show slides costs (including transfer agent and graphics, fees and expenses of any consultants engaged registrar costs) in connection with the road show presentations with the prior approval listing and/or trading of the Company’s securities on any exchange or inter-dealer quotation system, travel the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (e) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (f) reasonable expenses incurred by managers, officers, employees and officers agents of the Company Manager and its Affiliates for travel on the Company’s behalf and other reasonable out-of-pocket expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any such consultants, other regulatory agency; (h) all taxes and 50% of the cost of any aircraft chartered license fees; (i) all insurance costs incurred in connection with the road showoperation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (j) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company; (viiik) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (n) the fees allocable portion of salaries and other compensation, rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses associated with listing of the Offered Shares Manager and its Affiliates required for, and based on the NASDAQpercentage of time spent by personnel of the Manager and its Affiliates on, the Company’s operations (provided, that the allocation of compensation expense shall be determined based on the Manager’s good faith estimate of the value of each Person’s services performed on the Company’s business and affairs, subject to the periodic review and approval of the Independent Committee); and (ixo) all other fees, costs expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and expenses functions under this Agreement. The provisions of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and certificates delivery of experts)the Securities to the Underwriters, including any stock or other transfer taxes, any stamp or other duties payable upon the Time sale, issuance and delivery of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred Securities to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of ‎Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause ‎(viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities 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 Securities sold by the Company to the Underwriters (and excluding, for the avoidance of doubt, any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities sold by the Selling Stockholders to the Underwriters, which taxes and duties will be paid by the Selling Stockholders in accordance with Section 5(d4(b) Communication, and all amendments and supplements thereto, and this Agreementhereof), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) subject to the limitation set forth in clause (viii) below, the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft or other transportation), (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities; provided that the amount payable by the Company pursuant to this clause (viii) and clause (v) above shall not exceed $[30,000] in the aggregate, (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (x) 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 contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager and its Affiliates for documented expenses of the Manager and its Affiliates incurred on its behalf (collectively, fees the “Expenses”). Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the performance issuance and transaction costs incident to the acquisition, disposition and financing of its obligations hereunder Investments; (b) costs of legal, tax, accounting, consulting, auditing, administrative and in connection with other similar services rendered for the transactions contemplated herebyCompany by providers retained by the Manager or, including without limitation (i) all fees and expenses if provided by the employees of the registrar and transfer agent of Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (d) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, scheduleslegal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of any electronic road showSecurities and Exchange Commission, expenses associated with the production of road show slides costs (including transfer agent and graphics, fees and expenses of any consultants engaged registrar costs) in connection with the road show presentations with the prior approval listing and/or trading of the Company’s securities on any exchange or inter-dealer quotation system, travel the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (f) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (g) expenses incurred by managers, officers, employees and officers agents of the Company Manager and any such consultantsits Affiliates for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, employees and 50% agents of the cost of any aircraft chartered Manager and its Affiliates in connection with the road showpurchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company; (viiih) the allocable costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses associated of the Company’s custodian and transfer agent, if any; (j) the costs of maintaining compliance with listing all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) all insurance costs incurred in connection with the Offered Shares on operation of the NASDAQCompany’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company; (ixn) all other feescosts and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company or Investments separate from the office or offices of the Registration StatementManager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (r) the allocable portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s operations; and (s) all other expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as provided in Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the expense of the wages and salaries of the Manager’s officers and employees. The provisions of this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. Except for expenses that the Adviser expressly assumes pursuant to this Agreement, the Company shall bear, or cause others to bear, all expenses for its operations and activities, and shall cause the Adviser to be reimbursed, by the Company or others, for any such expense that the Adviser incurs on behalf of the Company. The expenses borne by the Company agrees to pay all costsinclude, without limitation: (a) fees and expenses incurred paid to the Adviser as provided herein; (b) expenses of all audits of the Company's financial statements by independent public accountants; (c) expenses of transfer or dividend disbursing agent, registrar, custodian, or depository appointed for safekeeping of the Company's cash, securities, and other property; (d) expenses of obtaining quotations which assist in calculating the value of the assets of the Company; (e) salaries and other compensation of executive officers of the Company who are not directors, officers, stockholders or employees of the Adviser or its affiliates; (f) all taxes levied against the Company, including issuance and transfer taxes, and corporate fees payable by the Company to federal, state or other governmental agencies; (g) brokerage fees and commissions in connection with the performance purchase and sale of its obligations hereunder securities for the Company, and similar fees and charges for the acquisition, disposition, lending or borrowing of such securities; (h) costs, including the interest expense, of borrowing money in connection with the transactions contemplated hereby, including without limitation purchase or sale of securities for the Company; (i) all costs incident to meetings of the Board and shareholders of the Company; (j) fees and expenses of the registrar and transfer agent Directors who are not "interested persons" of the SharesCompany within the meaning of the Act; (k) legal fees, including the legal fees related to the registration and continued qualification of the Certificates for sale; (iil) all fees costs and expenses expense of registering and maintaining the registration of the Company and the Certificates under federal and any applicable state laws; (m) the preparation, setting in type, printing in quantity and distribution of materials distributed to current and prospective Certificate holders of the Company’s counsel, independent public or certified public accountants and other advisorssuch as prospectuses, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, any other communications pertaining to the Certificate holders; (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vin) the costspreparation, fees and expenses incurred by the Underwriters setting in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation type, printing in the offering quantity and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel materials distributed to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval shareholders of the Company, travel such as periodic reports, proxy materials (including proxy statements and lodging expenses of the representatives, employees and officers of proxy cards) relating to the Company and any such consultantsthe processing, including tabulation, of the results of voting instruction and proxy solicitations, and 50% of any other communications pertaining to the cost of any aircraft chartered in connection with the road show, shareholders; (viiio) the fees and expenses associated with listing involved in the Offered Shares on preparation of all reports as required by federal or state law; (p) postage; (q) extraordinary or non-recurring expenses, such as legal claims and liabilities and litigation costs and indemnification payments by the NASDAQCompany in connection therewith; (r) trade association dues for the Investment Company Institute or similar organizations; and (s) any errors and omissions or other liability insurance premiums covering the Directors, officers, and (ix) all other fees, costs and expenses employees of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselCompany.

Expenses of the Company. The Company agrees to shall pay all costsof the Companies’ expenses and shall reimburse the Manager for documented expenses of the Manager or its Affiliates incurred on its or their behalf (collectively, fees the “Expenses”). Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as any of the Companies’, together with the following: (a) expenses in connection with the performance review, issuance, transaction, due diligence and other costs incident to the acquisitions, disposition and financing of its obligations hereunder Investments or, if provided by the Manager’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (b) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, in connection with amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (d) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses indebtedness of the Company relating to investor presentations on any “road show”(including commitment fees, any Permitted Section 5(daccounting fees, legal fees, closing and other costs) Communication or any Section 5(dsecurities offerings of any of the Companies and any rating agency fees and related expenses; (e) Oral Communication undertaken expenses connected with communications to holders of securities of any of the Companies and other bookkeeping and clerical work necessary in connection maintaining relations with holders of such securities and in complying with the offering continuous reporting and other requirements of the Offered Sharesgovernmental bodies or agencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of Securities and Exchange Commission, the costs payable by the Company to any electronic road show, expenses associated with the production of road show slides transfer agent and graphics, fees and expenses of any consultants engaged registrar in connection with the road show presentations with the prior approval listing and/or trading of the Company’s stock on any exchange, travel the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Companies; (g) expenses incurred by managers, officers, employees and officers agents of the Company and Manager for travel on any such consultants, and 50% of the cost Companies’ behalf and other out-of-pocket expenses incurred by managers, officers, employees and agents of any aircraft chartered the Manager in connection with the road showpurchase, monitoring, management, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of any of the Companies; (viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the Company’s custodian and transfer agent, if any; (j) the fees costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) all insurance costs incurred in connection with the operation of any of the Companies’ business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses associated incurred in contracting with listing third parties, including Affiliates of the Offered Shares on Manager, subject to compliance by the NASDAQManager with Section 2(e) hereof, for the managing, operating and overseeing of the assets themselves and the servicing and special servicing of Assets; provided, however, that costs and expenses incurred that relate to Portfolio Management Services and Monitoring Services shall not be included except to the extent that the services of third parties are necessary in connection with required Portfolio Management Services and Monitoring Services that are not in the ordinary course of the Companies’ businesses; (ixn) all other feescosts and expenses relating to any of the Companies’ business and investment operations, including, without limitation, the costs and expenses of the nature referred acquiring, owning, protecting, maintaining, managing, operating, developing and disposing of Investments, including appraisal, reporting, audit, legal, brokerage and contractor fees; (o) expenses relating to in Item 13 of Part II any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for any of the Registration StatementCompanies’ or Investments separate from the office or offices of the Manager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of any of the Companies, including, without limitation, in connection with any dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against any of the Companies, or against any trustee, director or officer of any of the Companies in his or her capacity as such for which any of the Companies is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (r) the Companies’ pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for any of the Companies’ operations; and (s) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall be responsible for the wages and salaries of the Manager’s officers and employees; provided, however, that this sentence shall in no way be deemed to limit the Manager’s right to be reimbursed for services provided in by such officers and employees, if such services are reimburseable expenses pursuant to this Section 4 or in Section 7, 9. The provisions of this Section 9 shall survive the expiration or Section 10 hereof, earlier termination of this Agreement to the Underwriters shall pay their own expenses, including the fees and disbursements of their counselextent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(A)(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $15,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, of the ADR Registration Statement and of each amendment thereto and of the Form 8-A Registration Statement and of each amendment thereto, each preliminary prospectus, any Term Sheet and the Prospectus and any amendments or supplements thereto; (ii) the preparation, printing and delivery to the Underwriters of this Agreement and such other documents to which the Company or a director or officer of the Company is a party as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities 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 Securities to the Underwriters, (iv) the delivery of the Ordinary Shares represented by the ADSs to the Depositary, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors and professional services firms, (vi) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees, (vii) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and of the Prospectus and any amendments or supplements thereto, (viii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (ix) the fees and expenses of any transfer agent or registrar, and each custodian, if any, for the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyroadshow, including without limitation (i) all reasonable fees and expenses of the registrar Underwriters incurred and transfer agent documented, (xi) the filing fees incident to the review by the NASD of the Shares, (ii) all fees and expenses terms of the Company’s counsel, independent public or certified public accountants sale of the Securities and other advisors, (iiixii) all costs the fees and expenses incurred in connection with the preparation, printing, filing, shipping and distribution quotation of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or ADSs on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of ‎Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any reasonable costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale Securities under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance accordance with the rules and regulations provisions of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSection 3(e) hereof, including any related filing fees and the legal reasonable fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, provided that the amount payable by the Company pursuant to this clause (vi), clause (iv) and clause (v) above shall not to exceed $15,000 in the aggregate), (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft or other transportation), (viii) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQNasdaq Global Market, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriter of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any stock or other transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of experts), the Time of Sale Prospectus, Securities to the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyUnderwriter, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related delivery to the Underwriters’ participation in the offering Underwriter of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and distribution of the Offered SharesProspectus and any amendments or supplements thereto (including without limitation any costs associated with electronic delivery of these materials), including any related filing fees (vii) the preparation, printing and the legal fees of, and disbursements by, counsel delivery to the Underwriters Underwriter of copies of the Blue Sky survey and any supplement thereto, (all such viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriter shall be responsible for its lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriter in connection with the road showreview by FINRA of the terms of the sale of the Securities, (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriter caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and the Conversion Shares and any taxes payable in that connection, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of the Trustee and any paying agent for the Securities and any transfer agent or registrar for the Conversion Shares, (x) the fees and expenses incurred in connection with the performance listing of its obligations hereunder the Conversion Shares on the New York Stock Exchange and in connection with (xi) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselQIU.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and any taxes payable in that connection; (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of any transfer agent or registrar for the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the New York Stock Exchange and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iiixi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA matters related to the Underwriters’ participation in Reserved Shares and the offering establishment and distribution administration of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel program for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses sale of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Reserved Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Such costs and reimbursements shall be in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (i) expenses in connection with the performance issuance and transaction costs incident to the acquisition, disposition and financing of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, Investments; (ii) all fees costs of legal, tax, accounting, consulting, auditing, administrative, and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager or, if provided by the Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iii) the compensation and expenses of the Company’s counseldirectors and the cost of liability insurance to indemnify the Company’s directors and officers; (iv) costs associated with the establishment and maintenance of any of the Company’s or any Subsidiary’s repurchase agreements, independent public or certified public accountants warehouse facilities and other advisorssecured and unsecured forms of borrowings (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings; (iiiv) expenses in connection with the application for, and participation in, programs established by the U.S. government; (vi) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (vii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company and the Subsidiaries; (viii) expenses incurred by managers, officers, personnel and agents of the Manager for travel or entertainment on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any repurchase agreements, warehouse facilities, borrowings under programs established by the U.S. government, other secured and unsecured forms of borrowings or any of the Company’s or any Subsidiary’s securities offerings; (ix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, including financial analytics and market data, and settlement, clearing and custodial fees and expenses; (x) compensation and expenses of the Company’s custodian and transfer agent, if any; (xi) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (xii) all taxes and license fees; (xiii) all insurance costs incurred in connection with the operation of the Company’s business, except for the costs attributable to the insurance that the Manager elects to carry for itself and its personnel; provided, however, that the Company will be responsible for its pro rata portion of the premiums related to the Manager’s “errors and omissions” insurance coverage, as provided below; (xiv) costs and expenses incurred in contracting with third parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and the Subsidiaries; (xv) all other costs and expenses relating to the business of the Company and the Subsidiaries and investment operations, including the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, valuation, reporting, audit and legal fees; (xvi) expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Investments separate from the office or offices of the Manager; (xvii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of holders of the Company’s or any Subsidiary’s securities, including in connection with any dividend reinvestment plan; (xviii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xix) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement; and (xx) any costs and expenses (including those described above) incurred by a sub-adviser engaged by the Manager pursuant to Section 2(e) in connection with the preparation, printing, filing, shipping and distribution provision of sub-advisory services in respect of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesManager, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees costs and expenses of counsel for CLA Founders LLC; provided, however, that the Underwriters pursuant reimbursement of any such costs and expenses shall be subject to the same limitations set forth in this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in Agreement on the aggregate), (vii) reimbursement of the costs and expenses of the Manager. The Company relating shall have no obligation to investor presentations on any “road show”reimburse the Manager for the salary, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering bonus, benefit and other compensation costs of the Offered Sharespersonnel of the Manager and its affiliates who provide services to the Company under this Agreement, includingexcept that, the Company shall reimburse the Manager for, without limitationduplication, expenses associated (i) the Company’s allocable share of the compensation paid by the Manager to its personnel serving as the Company’s principal financial officer and general counsel and personnel employed by the Manager as in-house legal, tax, accounting, consulting, auditing, administrative, information technology, valuation, computer programming and development and back-office resources to the Company, and (ii) any amounts for personnel of the Manager’s affiliates arising under the Shared Services Agreement. The Company’s share of such out of pocket costs shall be based upon commercially reasonable estimates of the percentage of time devoted by such personnel of the Manager and its affiliates to the Company’s affairs. The Manager shall provide the Company with such information as the preparation or dissemination Company may reasonably request to support the determination of any electronic road showthe Company’s share of such costs. The Manager shall be responsible for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, expenses associated with President, and Chief Investment Officer and the production Manager’s investment professionals. In addition, the Company will be required to pay the Company’s pro rata portion of road show slides (i) rent, telephone, utilities, office furniture, equipment, machinery and graphicsother office, fees internal and overhead expenses of any consultants engaged the Manager and its affiliates required for the operations of the Company and the Subsidiaries and (ii) premiums related to the “errors and omissions” insurance coverage referred to in connection Section 7(e). These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of net assets compared to all remaining net assets managed or held by Pine River or managed or held by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the event that the Company’s business combination transaction (the “Business Combination Transaction”) with Capitol Acquisition Corp., a Delaware corporation, is consummated, the road show presentations with Company will reimburse the prior approval Manager for all organizational, formation and transaction costs it has incurred on behalf of the Company, travel and lodging expenses of the representatives, employees and officers of but the Company and any shall not be responsible for such consultants, and 50% costs in the event the Business Combination Transaction is not consummated. The provisions of this Section 9 shall survive the cost expiration or earlier termination of any aircraft chartered this Agreement to the extent such expenses have previously been incurred or are incurred in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 such expiration or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriter of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriter, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriter in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors and the fees and disbursements of counsel for the Selling Shareholder, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising (vi) the printing and delivery to the Underwriters of such qualificationscopies of each Preliminary Prospectus, registrations any Permitted Free Writing Prospectus, the Prospectus and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company one or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part more versions of the Offered Shares Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, advising (vii) the preparation, printing and delivery to the Underwriters of such qualifications, registrations copies of the Blue Sky Survey and exemptionsany supplement thereto, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriters shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $10,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Market.

Expenses of the Company. The Company agrees shall pay all of its expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is agreed that the following expenses of the Company shall be paid by the Company: (a) To the extent the Advisor is not expressly required to pay all costssuch expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, directors' fees and expenses incurred in connection with the performance of its obligations hereunder attending directors' meetings, travel and in connection with the transactions contemplated herebyother expenses incurred by directors, including without limitation (i) all fees officers and expenses employees of the registrar Company and transfer agent the cost of the Shares, directors' liability insurance; (iib) all fees and expenses The cost of borrowed money; (c) All taxes applicable to the Company’s counsel; (d) Legal, independent public or certified public accountants accounting, auditing, underwriting, brokerage, listing, registration and other advisors, (iii) all costs expenses and expenses taxes incurred in connection with the preparation, printing, filing, shipping and distribution organization or operations of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, the issuance, distribution, transfer, registration and each preliminary prospectus, each Permitted Section 5(dListing of the Company's securities; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees Fees and expenses incurred paid to advisors, independent contractors and Affiliates of the Advisor (as described herein), consultants, managers and other agents employed directly by the Company or by the Underwriters in connection with qualifying or registering (or obtaining exemptions from Advisor at the qualification or registration of) all or any part Company's request for the account of the Offered Shares for offer Company; (f) Expenses connected with the acquisition, disposition, leasing and sale under ownership of investments, including, to the state securities or blue sky laws andextent not paid by others, if requested by the Representativebut not limited to, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ legal fees and other expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part for professional services, maintenance, repair and improvement of the Offered Shares for offer Property, brokerage and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees sales commissions and expenses of counsel for the Underwriters pursuant to this clause maintaining and managing property equity interests; (vi), clause (ivg) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the All insurance costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with the offering Company and its properties; (h) Expenses connected with payments of dividends or interest or distributions in cash or any form made or caused to be made by the Offered Shares, including, without limitation, Board of Directors to Shareholders; (i) All expenses associated connected with communications to Shareholders and the other bookkeeping and clerical work necessary in maintaining relations with Shareholders and in complying with the preparation continuous reporting and other requirements of governmental bodies or dissemination of any electronic road showagencies, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of including the cost of any aircraft chartered in connection with the road showprinting and mailing certificates for securities, annual and periodic reports and proxy solicitation materials and other reports to Shareholders; (viiij) the Transfer agent and registrar's fees and expenses associated with listing charges; and (k) Expenses relating to any office or office facilities maintained by the Offered Shares on Company separate from the NASDAQ, and (ix) all other fees, costs and expenses office or offices of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselAdvisor.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(A)(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees to shall pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder expenses and in connection with shall reimburse the transactions contemplated hereby, including without limitation (i) all fees Manager and its Affiliates for documented expenses of the registrar Manager and transfer agent its Affiliates incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the employees of the SharesManager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (iib) all fees the compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (c) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement Company (including financial statementscommitment fees, exhibitsaccounting fees, scheduleslegal fees, consents closing and certificates other costs) or any securities offerings of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d; (d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by connected with communications to holders of securities of the Company or the Underwriters its Subsidiaries and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of any electronic road showSecurities and Exchange Commission, expenses associated with the production of road show slides costs (including transfer agent and graphics, fees and expenses of any consultants engaged registrar costs) in connection with the road show presentations with the prior approval listing and/or trading of the Company’s securities on any exchange or inter-dealer quotation system, travel the fees to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and lodging expenses mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the representativesstockholders of the Company; (e) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company; (f) expenses incurred by managers, officers, employees and officers agents of the Company Manager and its Affiliates for travel on the Company’s behalf and other out-of-pocket expenses; (g) the costs of maintaining compliance with all federal, state and local rules and regulations or any such consultants, other regulatory agency; (h) all taxes and 50% of the cost of any aircraft chartered license fees; (i) all insurance costs incurred in connection with the road showoperation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (j) costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company; (viiik) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company or Investments separate from the office or offices of the Manager; (l) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (m) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company; (n) the fees allocable portion of salaries and other compensation, rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses associated with listing of the Offered Shares Manager and its Affiliates required for, and based on the NASDAQpercentage of time spent by personnel of the Manager and its Affiliates on, the Company’s operations (provided, that the allocation of compensation expense shall be determined based on the Manager’s good faith estimate of the value of each Person’s services performed on the Company’s business and affairs, subject to the periodic review and approval of the Independent Committee); and (ixo) all other fees, costs expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and expenses functions under this Agreement. The provisions of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance, sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company and sale by the Selling Shareholder, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Market.

Expenses of the Company. The Company agrees shall pay all of its expenses and shall reimburse the Advisor for its expenses as provided in Sections 9 and 10 hereof and, without limiting the generality of the foregoing, it is agreed that the following expenses of the Company shall be paid by the Company: (a) To the extent the Advisor is not expressly required to pay all costssuch expenses pursuant to this Agreement, salaries and other employment expenses of the personnel employed by the Company, directors' fees and expenses incurred in connection with the performance of its obligations hereunder attending directors' meetings, travel and in connection with the transactions contemplated herebyother expenses incurred by directors, including without limitation (i) all fees officers and expenses employees of the registrar Company and transfer agent the cost of the Shares, directors' liability insurance; (iib) all fees and expenses The cost of borrowed money; (c) All taxes applicable to the Company’s counsel; (d) Legal, independent public or certified public accountants accounting, auditing, underwriting, brokerage, listing, registration and other advisors, (iii) all costs expenses and expenses taxes incurred in connection with the preparation, printing, filing, shipping and distribution organization or operations of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, the issuance, distribution, transfer, registration and each preliminary prospectus, each Permitted Section 5(dListing of the Company's securities; (e) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees Fees and expenses incurred paid to advisors, independent contractors and Affiliates of the Advisor (as described herein), consultants, managers and other agents employed directly by the Company or by the Underwriters in connection with qualifying or registering (or obtaining exemptions from Advisor at the qualification or registration of) all or any part Company's request for the account of the Offered Shares for offer Company; (f) Expenses connected with the acquisition, disposition, leasing and sale under ownership of investments, including, to the state securities or blue sky laws andextent not paid by others, if requested by the Representativebut not limited to, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ legal fees and other expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part for professional services, maintenance, repair and improvement of the Offered Shares for offer Property, brokerage and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees sales commissions and expenses of counsel for the Underwriters pursuant to this clause maintaining and managing property equity interests; (vi), clause (ivg) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the All insurance costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with the offering Company and its properties; (h) Expenses connected with payments of dividends or interest or distributions in cash or any form made or caused to be made by the Offered Shares, including, without limitation, Board of Directors to Stockholders; (i) All expenses associated connected with communications to Stockholders and the other bookkeeping and clerical work necessary in maintaining relations with Stockholders and in complying with the preparation continuous reporting and other requirements of governmental bodies or dissemination of any electronic road showagencies, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of including the cost of any aircraft chartered in connection with the road showprinting and mailing certificates for securities, annual and periodic reports and proxy solicitation materials and other reports to Stockholders; (viiij) the Transfer agent and registrar's fees and expenses associated with listing charges; and (k) Expenses relating to any office or office facilities maintained by the Offered Shares on Company separate from the NASDAQ, and (ix) all other fees, costs and expenses office or offices of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselAdvisor.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations and the obligations of the Selling Shareholders under this Agreement (except for the expenses payable by the Xxxxxxx Xxxxx Xxxxxxx pursuant to Section 4(b) hereof and the expenses payable by the Webb Sellers pursuant to Section 4(c) hereof), including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the word processing or printing, copying and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Agreement among Managers, the Intersyndicate Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors and the reasonable fees and disbursements of a single law firm representing the Xxxxxxx Xxxxx Xxxxxxx, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectuses and any amendments or supplements thereto, (vii) the preparation, word processing or printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the copying of closing documents, (ix) the fees and expenses of the Custodian and any transfer agent or registrar for the Securities, (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and (xi) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares Option Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNew York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any reasonable costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities by the Company to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the fees and disbursements of the Selling Stockholder’s counsel, (vi) qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsin an amount not to exceed $15,000, (vvii) all filing fees, attorneys’ the fees and expenses incurred by of any transfer agent or registrar for the Securities, (viii) the costs and expenses of the Company or the Underwriters relating to investor presentations on any “road show” undertaken in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part marketing of the Offered Shares for offer Securities, including without limitation, expenses associated with the production of road show slides and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costsgraphics, fees and expenses incurred by of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (ix) the reasonable and documented fees and disbursements of counsel to the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above in an amount not to exceed $15,000 in the aggregate)10,000, (viix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (xi) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriters caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees to shall pay all costsof its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, fees the “Expenses”). Expenses include all costs and expenses incurred which are expressly designated elsewhere in this Agreement as the Company’s, together with the following: (a) expenses in connection with the performance rent, issuance and transaction costs incident to the acquisitions, disposition and financing of its obligations hereunder Investments; (b) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s employees, in connection with amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (c) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees compensation and expenses of the Company’s counsel, independent public or certified public accountants directors and the cost of liability insurance to indemnify the Company’s directors and officers; (d) costs associated with the establishment and maintenance of any credit facilities and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution indebtedness of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering any Subsidiary (or obtaining exemptions from the qualification or registration ofincluding commitment fees, accounting fees, legal fees, closing and other costs) all or any part securities offerings of the Offered Shares for offer and sale under the state Company; (e) expenses connected with communications to holders of securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters any Subsidiary and other bookkeeping and clerical work necessary in connection maintaining relations with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters holders of such qualifications, registrations securities and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance complying with the rules continuous reporting and regulations other requirements of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication governmental bodies or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Sharesagencies, including, without limitation, expenses associated all costs of preparing and filing required reports with the preparation or dissemination of Securities and Exchange Commission, the costs payable by the Company to any electronic road show, expenses associated with the production of road show slides transfer agent and graphics, fees and expenses of any consultants engaged registrar in connection with the road show presentations with the prior approval listing and/or trading of the Company’s shares on any exchange, travel the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and lodging expenses mailing the Company’s annual report to the holders of its shares and proxy materials with respect to any meeting of the representativesinterest holders of the Company (f) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used solely for the Company or any Subsidiary; (g) expenses incurred by managers, officers, employees and officers agents of the Manager for travel on behalf of the Company or any Subsidiary and any such consultantsother out-of-pocket expenses incurred by managers, officers, employees and 50% agents of the cost of any aircraft chartered Manager in connection with the road showpurchase, financing, refinancing, sale or other disposition of an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company or any Subsidiary; (viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (i) compensation and expenses of the Company’s custodian, transfer agent or trustee, if any; (j) the fees costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (k) all taxes and license fees; (l) all insurance costs incurred in connection with the operation of the Company’s and the Subsidiary’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (m) costs and expenses associated incurred in contracting with listing third parties, including affiliates of the Offered Shares on Manager, for the NASDAQ, servicing and special servicing of assets of the Company or any Subsidiary; (ixn) all other feescosts and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit and legal fees; (o) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the nature referred to in Item 13 of Part II Company or Investments separate from the office or offices of the Registration StatementManager; (p) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or any Subsidiary, including, without limitation, in connection with any distribution or dividend reinvestment plan; (q) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (r) the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations; and (s) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as provided in The provisions of this Section 4 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in Section 7, Section 9 connection with such expiration or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counseltermination.

Expenses of the Company. (a) Except for those expenses to be paid by Manager as set forth in Section 7.3, the Company shall pay or reimburse the Manager for all out-of-pocket expenses incurred by the Manager in connection with the services rendered under this Agreement and all other costs of the Project incurred by Manager which have been previously approved by the Company either as part of the Business Plan and Budget or otherwise approved by Company (collectively the "Project Costs"). Without limiting the generality of this Paragraph (a), such reimbursable costs and expenses shall include: (i) The costs of all off-site and on-site improvements to the Land, including the costs of all related purchase orders and subcontracts; (ii) The costs of all engineering, architectural, geological, and other professional services; (iii) The costs of all equipments, licenses, and inspections; (iv) All development, impact, school, and other fees required by the Governmental Authorities; (v) The costs of providing customer service and other warranty services not required under the Company Warranty; (vi) All commissions or other compensation paid to Salespersons or to independent third party brokers under Section 5.2 of this Agreement; (vii) The cost of the on-site superintendents and on-site assistant superintendents; (viii) Costs of operating temporary facilities on-site; (ix) All personnel who exclusively render their services at the Project for the Company; (x) Costs of plans and specifications prepared by the in-house engineering and/or architectural staff of Manager or its Affiliates, the amount of which is equivalent to the cost of securing the same from independent contractors; (xi) Costs, if any, of legal services, including any litigation costs, provided by the in-house legal staff of Manager or its Affiliates, the amount of which is equivalent to amounts charged by independent contractors; (xii) The Company's reasonable pro rata share of any insurance coverage afforded as part of Manager's blanket insurance policies; (xiii) The costs of preparing and processing applications for licenses, construction permits, and other governmental approvals; (xiv) The costs of preparing and processing applications and agreements for utility installation and services; and (xv) Costs of planning, designing, obtaining governmental approvals and constructing offsite, maintenance facilities and an employee parking lot, to replace the maintenance facilities and employee parking lot previously located on portions of the Land. (b) Company agrees to pay for all costs, fees and expenses Project Costs incurred by Manager to complete the Project in connection accordance with the performance of its obligations hereunder Business Plan and in connection with the transactions contemplated hereby, including without limitation Budget. Costs shall be deemed "incurred" when Manager has (i) all fees and expenses of been invoiced for work, labor, materials, or services furnished to the registrar and transfer agent of the SharesProject, (ii) all fees and expenses of when such work, labor, materials, or services have been furnished to the Company’s counselProject, independent public or certified public accountants and other advisors, (iii) all costs when Manager has paid for such work, labor, materials, or services. So long as contracts for work, material, and expenses incurred services related to the Project, and any change orders or modifications to such contracts, are in connection accordance with the preparationapplicable Business Plan and Budget, printingCompany agrees to allow Manager to execute unilaterally such contracts on behalf of Company. Otherwise, filingall such contracts, shipping and distribution any change orders or modifications to such contracts, must be approved by Company in writing prior to their execution by Manager, which approval shall not be unreasonably withheld and shall be deemed given by Company if written notice of disapproval is not delivered to Manager, stating the reasons for disapproval, within three (3) days after Company's receipt of the Registration Statement (including financial statementscontracts, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used bychange orders, or referred modifications. Notwithstanding anything to by the Companycontrary above, Manager shall at no time be required to pay any Project Costs until Company has first disbursed sufficient funds to Manager to pay those costs. (c) Manager may disburse Company funds to pay all Project Costs and each preliminary prospectus, each Permitted Section 5(d) Communication, and to reimburse Manager for all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and reimbursable expenses incurred by the Company or the Underwriters Manager under this Section 7.4, all in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance accordance with the rules Business Plan and regulations of FINRA related Budget, as Manager deems necessary, provided no payments shall be made to the Underwriters’ participation in the offering and distribution of the Offered Sharescontractors, including any related filing fees and the legal fees ofsubcontractors, and disbursements bymaterialmen, counsel to the Underwriters (all or other persons with mechanic's lien rights until Manager receives an appropriate lien release from such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselparties.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and certificates delivery of experts)the Securities to, and the initial resale thereof by, the Time Underwriters, including any stock or other transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of Sale Prospectusthe Securities to, and the initial resale thereof by, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, not in excess of $10,000 (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its their respective obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriter of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriter, including, subject to Section 5(d4(b) Communicationany stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements thereto, and this Agreementissuance or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of counsel, accountants and other advisors for the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by in accordance with the RepresentativeRegistration Rights Agreement, preparing the fees and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising disbursements of one counsel for the Underwriters of such qualifications, registrations and exemptionsSelling Shareholders, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees Underwriter and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, provided, however, that the Underwriter and the Company agree that the Underwriter shall pay or cause to be paid travel and lodging expenses of the Underwriter, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities up to an amount no greater than $25,000 and (ix) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) subject to the limitation set forth in clause (viii) below, the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft or other transportation), (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities; provided that the amount payable by the Company pursuant to this clause (viii) and clause (v) above shall not exceed $20,000 in the aggregate, (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (x) 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 contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees to with each Underwriter that the Company will pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) bear all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, schedules and exhibits, schedules, consents and certificates of experts), Preliminary Prospectuses and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by Prospectus and any amendments or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and ; the printing of this Agreement, (iv) all filing feesthe Agreement Among Underwriters, attorneys’ fees the Selected Dealer Agreement, the Preliminary Blue Sky Survey and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “supplemental Blue Sky Survey” or memorandum, the Underwriters' Questionnaire and Power of Attorney, and any supplements theretoinstruments related to any of the foregoing; the issuance and delivery of the Units hereunder to the several Underwriters, advising including transfer taxes, if any, the Underwriters cost of such qualificationsall certificates representing the Units and the Series A Preferred Stock and the Public Warrants comprising the Units, registrations and exemptions, (v) all filing transfer agents' and registrars' fees, attorneys’ ; the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Company; all fees and other charges of the Company's independent certified public accountants; the cost of furnishing the several Underwriters pursuant to this clause copies of the Registration Statement (viincluding appropriate exhibits), clause (iv) Preliminary Prospectus and clause (v) above not the Prospectus, and any amendments or supplements to exceed $15,000 in any of the aggregate)foregoing; Nasdaq Small Cap Market application fees and the cost of qualifying the Common Stock, (vii) the Units, the Series A Preferred Stock and the Public Warrants under the laws of such jurisdictions as you may reasonably designate; the costs and expenses of two Due Diligence presentations (one in Chicago and one in Denver); and all other expenses directly incurred by the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering performance of the Offered Sharesits 17 18 obligations hereunder; provided, includinghowever, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of that the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred shall not be obligated to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselcounsel for the Underwriters.