Expenses of the Underwriter. The Underwriter agrees that it will pay all expenses incurred or to be incurred by it or its personnel or representatives, including Underwriter's attorney's fees and expenses, in connection with the Offering, excluding expenses which the Company has agreed to pay under Section 5. The Underwriter agrees that it shall not be entitled to reimbursement by the Company, Baron Advisors, Inc., any trustees of the Company or any of their respective Affiliates for any such expenses the Underwriter has agreed to pay in the preceding sentence.

Expenses of the Underwriter. (a) Subject to the sale of at least 650,000 Units, and subject to the provisions of paragraph 14(e) hereof, the Company shall reimburse the Underwriter for its expenses on a non-accountable basis in an amount of 2.75% of the offering proceeds. The Underwriter acknowledges that it has received $5,000 cash of the non-accountable expense allowance. Subject to the provisions of paragraph 14(e) hereof, the remaining non-accountable expense allowance is due on the release of the funds in the impoundment account to the Company. (b) Except as stated in subparagraph 14(e) of this Agreement, the Underwriter agrees that out of its non-accountable expense allowance the Underwriter will pay all costs incurred or to be incurred by the Underwriter or by its personnel in connection with the offering of the Units, except those to be paid by the Company as described in paragraph 5 hereof.

Expenses of the Underwriter. (a) Subject to the sale of the Shares and A Warrants, the Company shall reimburse the Underwriter for its expenses on a nonaccountable basis in an amount equal to three (3%) of the gross proceeds of the offering. The Underwriter acknowledges that it has received $ -0- as an advance against the nonaccountable expenses allowance. The remaining nonaccountable expense allowance is due at the closing of this Offering. (b) If the proposed public offering is not completed because (i) of any reason solely within the control of the Company, or its directors, officers or stockholders, (ii) the Company unilaterally withdraws the proposed public offering from the Underwriter, (iii) the Company does not permit the Registration Statement to become effective for any reason whatsoever, or (iv) of any discrepancy in any representation made to the Underwriter, then the Company will be obligated to reimburse the Underwriter for its actual accountable out of pocket expenses incurred in connection herewith. The parties agree that such reimbursement shall be inclusive of the sums paid pursuant to this paragraph. It is understood and agreed by the parties hereto that any expenses incurred by the Underwriter shall be deemed to be reasonable and unobjectionable upon a reasonable showing by the Underwriter that such expenses were incurred, directly or indirectly, in connection with the proposed transaction and/or relationship of the parties hereto, as described herein. The Underwriter agrees that out of its nonaccountable expense allowance the Underwriter will pay all costs incurred or to be incurred by the Underwriter or by its personnel in connection with the offering of the Shares and A Warrants, except those to be paid by the Company as described in Paragraph 5 hereof.

Expenses of the Underwriter. (a) Subject to the sale of the minimum number of Units to be offered by the Company, the Company shall reimburse the Underwriter for its expenses on a nonaccountable basis in an amount computed based upon aggregate gross dollar amount of Units sold by the Underwriter, or by any other underwriters or broker-dealers which are associated with the Underwriter pursuant to the terms of a Participating Dealer Agreement in a total amount not to exceed $250,250. The unaccountable expense allowance will be computed at the rate of 3% on the aggregate gross proceeds until the maximum amount of $250,250 is earned. Subject to the provisions of this Section, the nonaccountable expense allowance shall be due on the release of the funds in the escrow account to the Company. (b) Except as stated elsewhere in this Agreement, the Underwriter agrees that out of its nonaccountable expense allowance, the Underwriter will pay all costs incurred or to be incurred by the Underwriter or by its personnel in connection with the offering of the Units, except those to be paid by the Company as described in Section 5 hereof.

Expenses of the Underwriter. (a) Subject to the sale of all of the Shares and subject to the provisions of paragraph 13(e) hereof, the Company shall reimburse the Underwriter for its expenses on a nonaccountable basis in an amount equal to 3% of the gross proceeds received in the offering. The Underwriter acknowledges that it has received $25,000 of the nonaccountable expense allowance as of the date hereof. Subject to the provisions of paragraph 13(e) hereof, the remaining nonaccountable expense allowance is due on the release of the funds in the escrow account to the Company. (b) Except as stated in subparagraph 13(e) of this Agreement, the Underwriter agrees that out of its nonaccountable expense allowance the Underwriter will pay all costs incurred or to be incurred by the Underwriter or by its personnel in connection with the offering of the Shares, except those to be paid by the Company as described in paragraph 5 hereof.

Expenses of the Underwriter. The Company further agrees that, in addition to the expenses payable pursuant to Section 5(a), on the Closing Date, the Company will (i) reimburse the Underwriter for its legal and other documented out-of-pocket expenses of the Offering in an amount of up to an aggregate of $125,000, (ii) reimburse the Underwriter for its clearing expenses in the amount of $10,000, (iii) pay the Underwriter for its non-accountable expenses in the amount of $50,000, and (iv) pay the Underwriter a management fee of 1% of the gross proceeds of the Offering, by deduction from the proceeds of the Offering contemplated herein.

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Indemnification of the Underwriter The Company agrees to indemnify and hold harmless the Underwriter, its Affiliates, its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.
Expenses of the Offering The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Time of Sale Information and (except as otherwise expressly provided in Section 5(g) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and any other broker-dealers participating in the distribution of the Securities; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents reasonably required in connection with the offering, purchase, sale and delivery of the Securities; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of the Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.
Indemnification of the Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.
Certain Agreements of the Underwriter The Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex E or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided, further that if the Underwriter is using such term sheet it shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).
Reimbursement of the Underwriters’ Expenses If, after the execution and delivery of this Agreement, the Units are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in Section 4(m), reimburse the Underwriters for all of their out-of-pocket expenses, including the fees and disbursements of their counsel.
Covenants of the Underwriter The Underwriter covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Indemnification of the Underwriter by the Company The Company agrees to indemnify and hold harmless the Underwriter, its Affiliates, directors, officers, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.
Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company. (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
Indemnification of the Underwriters by the Selling Stockholders Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

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