Common use of Expenses Paid by the Company Clause in Contracts

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; and (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's ’s accountants and counsel, but excluding and fees and expenses of counsel for the Underwriters other than those described in (9) belowUnderwriter) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, Memoranda and Selected Dealer Agreements; (cb) the filing fee of the National Association of Securities Dealers, Inc.NASD; (dc) any applicable listing fees; (ed) the cost of printing certificates or other documents representing the Shares and WarrantsUnits; (fe) the cost and charges of any transfer agent or registrar, and the Warrant agent; (gf) the fees and expenses of the Representative's counsel for qualifying the Securities Units under the blue sky laws of various jurisdictions; (g) all expenses for due diligence, including meetings associated with this Offering, which are reimbursable weekly or prior to being incurred, as may be requested by an Underwriter and as approved in advance in writing by the Company and subject to NASD Rule 2710(f)(2)(C); (h) the costs of any luncheons, functions, special expenses and all road show and travel expenses and the Company shall provide arrangements for the payment of these expenses prior to being incurred, as may be requested by the Underwriter and approved in writing by the Company and subject to NASD Rule 2710(f)(2)(C); and (hi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's ’s accountants and counsel, but excluding and fees and expenses of counsel for the Underwriters other than those described subject to the limitations set forth in (9) belowSection 3.5(b)) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, Memoranda and Selected Dealer Agreements; (cb) the filing fee of the National Association of Securities Dealers, Inc.; (dc) any applicable listing fees; (ed) the cost of printing certificates representing the Shares and WarrantsShares; (fe) the cost and charges of any transfer agent or registrar, and the Warrant agent; (gf) the fees and expenses of the Representative's counsel for qualifying the Securities Shares under the blue sky laws of various jurisdictions; (g) all expenses for due diligence, including meetings associated with this Offering, which are reimbursable weekly or prior to being incurred, as may be requested by an Underwriter and as approved in advance in writing by the Company; (h) the costs of any luncheons, functions, special expenses and all road show and travel expenses and the Company shall provide arrangements for the payment of these expenses prior to being incurred, as may be requested by an Underwriter and approved in writing by the Company; and (hi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the SecuritiesUnits; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's ’s accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) belowUnderwriters) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, Memoranda and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and WarrantsUnits; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities Units under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause agrees to be paidpay, whether or not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for under this Agreement, including all expenses incident to the authorization, issuance, and delivery of the Securities, Representative's Warrants, and the Representative's Class A Warrants, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Securities to the public, the fees and expenses of the Company's personnel in connection with the offering, the costs, fees, and expenses incident to the preparation, printing and filing under the Act and with the NASD of the Registration Statement, or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the Agreement Among Underwriters, this Section. It is understoodAgreement, howeverthe Selected Dealer Agree ment and any other underwriting documents, thatthe cost of printing and delivering to the Representative, except the members of the Underwriting Group, and selected dealers copies of the Registration Statement and copies of the Agreement Among Underwriters, this Agreement and the Selected Dealer Agreement, and any other underwriting documents, the Preliminary Prospectus and the Prospectus as herein provided, the costs and legal counsel fees of qualifying the Securities and Warrant Shares under the state securities or blue sky laws as provided in this SectionSection 5.04 herein, the Underwriters shall pay all cost of their own costs and expenses, including providing the fees of their counsel, stock transfer taxes on resale of any Representative with two bound volumes of the Securities Registration Statement, as amended, all exhibits thereto, all state filings and all correspondence relating to the Registration Statement and all state filings and the expenses of Company representatives in attending a reasonable number of "due diligence" meetings (which shall include all presentations specified by them, and any advertising expenses connected with any offers they may makethe Representative) held by the Representative.

Expenses Paid by the Company. The Company will pay or cause to be paidshall pay, whether or not the transactions transaction contemplated hereunder are is consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other its costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided under this Agreement, including all expenses incident to the authorization of the Units and their issue and delivery to the Representative including all fees incurred in connection with the preparing, printing and delivering the certificates representing the Units and preparing, printing and delivering the warrant certificates for the Representative's Warrants, and all original issue taxes in this Section. It is understoodconnection therewith, howeverif any, thatall transfer taxes, except if any, incident to the initial sale of the Units to the public as well as the exercise of the Warrants, the fees and expenses of the Company's counsel and accountants, the costs and expenses incident to the preparation, printing and filing fees under the Act and with the National Association of Securities Dealers, Inc. of the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the underwriting documents and the Selected Dealers Agreement, the cost of printing and furnishing to the Representative copies of the Registration Statement and copies of the Prospectus as herein provided, and the cost of qualifying and maintaining, if necessary, a registration for the Units and the underlying Common Stock and Warrants under the state securities or "Blue Sky" laws as provided in this Sectionsubsection 6.04 herein, including expenses and disbursements of the Representative incurred, if any, in connection with such qualification, the Underwriters cost of preparing and delivering to the Representative and its counsel three bound volumes containing copies of all correspondence filed with or received from the Securities and Exchange Commission and the National Association of Securities Dealers, Inc., and all closing documents, and the full cost of "tombstone" advertisements of at least 5 x 5 inches in publications to be designated by the Representative at a total cost not to exceed $15,000. Additionally, the Company shall pay all of their own costs and expenses, including undertake the fees of their counsel, stock transfer taxes on resale of any listing of the Securities Company's securities in the appropriate recognized securities manual or manuals published by themStandard and Poor Corporation and Moodx'x Xxxestment Service and shall maintain such listing for a five (5) year period. In the event this Agreement is terminated pursuant to the provisions of Section 10 hereof, or the offering is not consummated for any reason, the Company shall be responsible for reimbursing the Representative only for out-of-pocket expenses on an accountable basis, and any advertising expenses connected with any offers they may makeunexpended portions of the previously advanced expense allowance not accounted for shall be reimbursed by the Representative to the Company.

Expenses Paid by the Company. The Company will pay or cause agrees to be paidpay, whether or ---------------------------- not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for under this Agreement, including all expenses incident to the authorization, issuance, and delivery of the Shares and Representative's Warrants, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Shares to the public, the fees and expenses of the Company's personnel in connection with the proposed Public Offering, the costs, fees, and expenses incident to the preparation, printing and filing under the Act and with the NASD of the Registration Statement, or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the Agreement Among Underwriters, this Section. It is understoodAgreement, howeverthe Selected Dealer Agreement and any other underwriting documents, thatthe cost of printing and delivering to the Representative, except the members of the Underwriting Group, and selected dealers copies of the Registration Statement and copies of the Agreement Among Underwriters, this Agreement and the Selected Dealer Agreement, and any other underwriting documents, as many Preliminary Prospectuses and the final Prospectuses as the Representative may deem reasonably necessary as herein provided, the costs and legal counsel fees of qualifying the Shares under the state securities or blue sky laws as provided in this SectionSection 5.4 hereof, the Underwriters shall pay all fees and disbursements of their own costs legal counsel and expensesaccountants for the Company, including the fees cost of their counsel, stock transfer taxes on resale of any providing the Representative with two (2) bound volumes of the Securities Registration Statement, as amended, all exhibits thereto, all state filings and all correspondence relating to the Registration Statement and all state filings, all expenses incurred in connection with the holding of "due diligence" meetings (which shall include all presentations specified by themthe Representative) held by the Representative, and the cost of one (1) suitable tombstone notice in the Wall Street Journal relating to the proposed Public Offering, and any other expenses customarily paid by an issuer. Except as specified above, the Company shall not be required to pay any fees or charges for attending or any travel or lodging expenses incurred in attending due diligence meetings by members of the Underwriting Group or dealers. Except as otherwise specified above, the Representative agrees to pay all fees and expenses of any legal counsel which it may employ to represent it separately in connection with or on account of the proposed Public Offering and agrees to pay any advertising expenses connected not paid by the Company, mailing, telephone, travel and clerical costs and all other office costs incurred or to be incurred by the Representative or by its representatives in connection with any offers they may makethe proposed Public Offering.

Expenses Paid by the Company. The Company will pay or cause agrees to be paidpay, whether or not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for under this Agreement, including all expenses incident to the authorization, issuance, and delivery of the Securities, Representative's Warrants, and the Representative's Class A Warrants, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Securities to the public, the fees and expenses of the Company's personnel in connection with the offering, the costs, fees, and expenses incident to the preparation, printing and filing under the Act and with the NASD of the Registration Statement, or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the Agreement Among Underwriters, this Section. It is understoodAgreement, howeverthe Selected Dealer Agreement and any other underwriting documents, thatthe cost of printing and delivering to the Representative, except the members of the Underwriting Group, and selected dealers copies of the Registration Statement and copies of the Agreement Among Underwriters, this Agreement and the Selected Dealer Agreement, and any other underwriting documents, the Preliminary Prospectus and the Prospectus as herein provided, the costs and legal counsel fees of qualifying the Securities and Warrant Shares under the state securities or blue sky laws as provided in this SectionSection 5.04 herein, the Underwriters shall pay all cost of their own costs and expenses, including providing the fees of their counsel, stock transfer taxes on resale of any Representative with two bound volumes of the Securities Registration Statement, as amended, all exhibits thereto, all state filings and all correspondence relating to the Registration Statement and all state filings, the expenses of Company representatives in attending a reasonable number of "due diligence" meetings (which shall include all presentations specified by themthe Representative) held by the Representative and the cost, not to exceed $3,000, of tombstone advertising relating to the proposed Public Offering, and any advertising other expenses connected with any offers they may makecustomarily paid by an issuer.

Expenses Paid by the Company. The Company will pay or cause to be paidshall bear, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance filing of its obligations hereunder the Registration Statement with the NASD, the cost and legal counsel fees of qualification under state securities laws (with such legal fees not to exceed $10,000 in total without prior approval of the Company), the fees and disbursements of legal counsel and accountants for the Company, the cost of preparing and printing the Registration Statement, the cost of printing as many preliminary and final Prospectuses as the Representative may deem necessary, the cost of providing the Representative's Counsel with two bound volumes of the Registration Statement as amended, including all exhibits, correspondence and other documentation relating thereto, and all expenses incurred in connection with the holding of due diligence meetings, including the cost of the meeting room, food and beverage, and expenses incurred by Company representatives in attending a reasonable number of such due diligence meetings (which are not otherwise provided for in this Section. It is understoodshall include all expenses of presentations as reasonably requested by the Representative) with the Representatives' representatives, prospective dealers and their representatives and others, the expenses of delivery of preliminary and final Prospectuses to the Representatives and dealers (the final Prospectus shall be delivered no later than the day following the Effective Date), and any other expenses customarily paid by an issuer; provided, however, that, except that any amounts paid to the Representative as an expense allowance shall not exceed the amounts provided in this SectionSection 3.4. Except as specified above, the Underwriters Company shall not be required to pay all of their own costs and expensesany fees or charges for attending, including the fees of their counselor any travel or lodging expenses incurred in attending, stock transfer taxes on resale of any due diligence meetings by representatives of the Securities by them, and any advertising expenses connected with any offers they may makeRepresentatives or dealers.

Expenses Paid by the Company. The Company and its officers agree to deposit with the Underwriter, upon execution of this Agreement, a sufficient amount of money to fund all anticipated expenses, and the initial amount of $ 25,000 U.S. has been deposited. Rockcrest Capital Corporation performs all due diligence investigations on behalf of the Underwriter. Subject to the limitations described below in this section 5.08 (dealing with funds in excess of $25,000 U.S.) the Company and/or its officers will pay or cause to be paiddeposit such funds, whether or not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) to fund all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for under this Agreement, including all expenses incident to the authorization of the Stock and their issue and delivery to the Underwriter, any original issue taxes in this Section. It is understoodconnection therewith, howeverall transfer taxes, thatif any, except incident to the initial sale of the Stock to the qualified investors, the fees and expenses of the Company's counsel and accountants, all travel costs incurred by the Underwriter's personnel in connection with the Offering, the costs and expenses incident to the preparation, printing and filing under the Act and with the National Association of Securities Dealers, Inc., as necessary, of the Registration Statement and the Prospectus and any amendments or supplements thereto, the cost of printing, reproducing and filing, as necessary, the Registration Statement and Prospectus and the underwriting documents, the cost of printing and furnishing to the Underwriter copies of the Registration Statement and Prospectus, as well as any amendments and/or supplements thereto, and the cost of qualifying the Stock under the state securities or blue sky laws as provided in this Section, the Underwriters shall pay all of their own costs and expensesSection 5.04. herein, including the fees of their counsel, stock transfer taxes on resale of any expenses and disbursements of the Securities by themUnderwriter incurred in connection with such qualification, and any advertising expenses connected other expense deemed appropriate by the Underwriter. Said monies have been deposited with the Underwriter. Not withstanding the foregoing, any offers they costs, fees, expenses, taxes and disbursements in excess of $25,000 shall only be the obligation of the Company by mutual written agreement between the parties and shall be paid by the Company promptly on or before the agreed upon date. The Underwriter and the Company may makereach a mutual written agreement to revise the payment terms of any and all funds requested by the Underwriter.

Expenses Paid by the Company. The Company will pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's ’s accountants and counsel, but excluding and fees and expenses of counsel for the Underwriters other than those described in (9) belowUnderwriters) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, Memoranda and Selected Dealer Agreements; (cb) the filing fee of the National Association of Securities Dealers, Inc.NASD; (dc) any applicable listing fees; (ed) the cost of printing certificates or other documents representing the Shares and WarrantsUnits; (fe) the cost and charges of any transfer agent or registrar, and the Warrant agent; (gf) the fees and expenses of the Representative's counsel for qualifying the Securities Units under the blue sky laws of various jurisdictions; (g) all expenses for due diligence, including meetings associated with this Offering, which are reimbursable weekly or prior to being incurred, as may be requested by an Underwriter and as approved in advance in writing by the Company; (h) the costs of any luncheons, functions, special expenses and all road show and travel expenses and the Company shall provide arrangements for the payment of these expenses prior to being incurred, as may be requested by an Underwriter and approved in writing by the Company; and (hi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

Expenses Paid by the Company. The Company will pay or cause shall be responsible for, and agrees to be paidpay, whether or not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder under this Agreement, including all expenses incident to the authorization, issuance, and delivery of the Shares and Representative's Warrants, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Shares to the public, the fees and expenses of the Company's personnel in connection with the proposed Public Offering, the costs, fees, and expenses incident to the preparation, printing and filing under the Act and with the NASD of the Registration Statement, or amendments or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the Agreement Among Underwriters, this Agreement, the Selected Dealer Agreement and any other underwriting documents, and the cost of printing and delivering to the Representative, the members of the Underwriting Group, and selected dealers copies of the Registration Statement and copies of the Agreement Among Underwriters, this Agreement and the Selected Dealer Agreement, and any other underwriting documents, and as many Preliminary Prospectuses and the Final Prospectuses (which are not otherwise provided for in this Section. It is understoodFinal Prospectuses shall be delivered no later than the day following the Effective Date) as the Representative may deem reasonably necessary as herein provided, however, that, except the costs and legal counsel fees of qualifying the Shares under the state securities or blue sky laws as provided in this SectionSection 5.4 hereof, including fees of the Representative's counsel to render an opinion for blue sky states as provided in Section 5.4 hereof, the Underwriters fees and disbursements of legal counsel and accountants for the Company, DTC Tracking Service, the cost of providing the Representative with two (2) bound volumes of the Registration Statement, as amended, all exhibits thereto, all state filings and all correspondence relating to the Registration Statement and all state filings, the cost for undertaking a background search of the Company's officers, directors, key employees and five percent (5%) or greater shareholders, all expenses incurred in connection with the holding of "due diligence" and "road-show" meetings (which shall pay include without limitation the cost of the meeting room, food and beverage, and expenses incurred by representatives of the Company in attending a reasonable number of such meetings and which shall include all expenses of presentations as reasonably requested by the Representative) with the Representative's representatives, prospective dealers and their own costs representatives and expensesothers, including all expenses incurred in connection with "road-show" meetings, held in Europe or other overseas countries, and the fees cost of their counsel, stock transfer taxes on resale of any advertising one (1) or more suitable tombstone notices in the national edition of the Securities Wall Street Journal relating to the proposed Public Offering, including graphic slide costs, and such other expenses for advertising undertaken by themthe Representative at the Company's request, including without limiting the generality thereof graphic slide costs, and any other expenses customarily paid by an issuer. Except as otherwise specified above, the Representative agrees to pay all fees and expenses of any legal counsel which it may employ to represent it separately in connection with or on account of the Public Offering and agrees to pay any advertising expenses connected not paid by the Company, mailing, telephone, travel and clerical costs and all other office costs incurred or to be incurred by the Representative or by its representatives in connection with any offers they may makethe Public Offering.

Expenses Paid by the Company. The Company will pay or cause agrees to be paidpay, whether or not the transactions contemplated hereunder are consummated or the Registration Statement this Agreement is prevented from becoming effective or this Agreement is terminated, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriter's Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictions; and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise provided for under this Agreement, including all expenses incident to the authorization, issuance, and delivery of the Securities, Representative's Warrants, and the Representative's Class A Warrants, any original issue taxes in connection therewith, all transfer taxes, if any, incident to the initial sale of the Securities to the public, the fees and expenses of the Company's personnel in connection with the offering, the costs, fees, and expenses incident to the preparation, printing and filing under the Act and with the NASD of the Registration Statement, or supplements thereto, the cost of printing, reproducing and filing all exhibits to the Registration Statement, the Agreement Among Underwriters, this Section. It is understoodAgreement, howeverthe Selected Dealer Agree- ment and any other underwriting documents, thatthe cost of printing and delivering to the Representative, except the members of the Underwriting Group, and selected dealers copies of the Registration Statement and copies of the Agreement Among Underwriters, this Agreement and the Selected Dealer Agreement, and any other underwriting documents, the Preliminary Prospectus and the Prospectus as herein provided, the costs and legal counsel fees of qualifying the Securities and Warrant Shares under the state securities or blue sky laws as provided in this SectionSection 5.04 herein, the Underwriters shall pay all cost of their own costs and expenses, including providing the fees of their counsel, stock transfer taxes on resale of any Representative with two bound volumes of the Securities Registration Statement, as amended, all exhibits thereto, all state filings and all correspondence relating to the Registration Statement and all state filings and the expenses of Company representatives in attending a reasonable number of "due diligence" meetings (which shall include all presentations specified by them, and any advertising expenses connected with any offers they may makethe Representative) held by the Representative.

Expenses Paid by the Company. The Company will assumes and shall pay or cause to be paid, whether or not the transactions contemplated hereunder are consummated or the Registration Statement is prevented from becoming effective or this Agreement is terminated, (a) paid all other expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities; (b) all fees and expenses (Company, including, without limitation: all costs and expenses directly related to portfolio transactions and positions for the Company's account, including, but not limited to, brokerage commissions; redemption fees; fees paid to the underlying Portfolio Funds' management, including management and performance fees or allocations, if any; research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, borrowing charges on amounts borrowed to pay redemptions, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in portfolio securities; all costs and expenses associated with the registration of the Company under, and compliance with, any applicable federal or state laws; attorneys' fees and disbursements associated with updating the Company's registration statement, offering memorandum and other offering related documents; Board compensation; the costs and expenses of holding meetings of the Board and any meetings of Interestholders of the Company, including legal costs associated with the preparation and filing of proxy materials; the fees and disbursements of the Company's accountants and counsel, legal counsel to the Company, legal counsel to the Board Managers who are not "interested persons" (as that term is defined in the 1940 Act) of the Company ox xxx Xxviser ("Independent Managers"), independent accounts for the Company and other consultants and professionals engaged on behalf of the Company; accounting and auditing expenses; the management and services fees paid by the Company to the Adviser; the fees payable to various service providers including, but excluding fees not limited to, Company's administrator, custodian and auditors pursuant to the Company's agreements with those providers; the costs of a fidelity bond and any liability insurance obtained on behalf of the Company, the Board, its officers, or the Adviser; all costs and expense of preparing, setting in type, printing and distributing reports and other communications to the Interestholders of the Company; all expenses of counsel for computing the Underwriters other than those described in (9) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Effective Prospectus and the Final Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documentsCompany's net asset value, including Underwriterany equipment or services obtained for these purposes; all charges for equipment or services used in communicating information regarding the Company's Questionnairestransactions among the Adviser and any custodian or other agent engaged by the Company; any extraordinary expenses it may incur, Underwriters' Powers of Attorneyincluding any litigation expenses, Blue Sky Memoranda, Agreements Among Underwriters, and Selected Dealer Agreements; (c) the filing fee of the National Association of Securities Dealers, Inc.; (d) any applicable listing fees; (e) the cost of printing certificates representing the Shares and Warrants; (f) the cost and charges of any transfer agent or registrar, and the Warrant agent; (g) the fees and expenses of the Representative's counsel for qualifying the Securities under the blue sky laws of various jurisdictionssubject to Board approval; and (h) all such other costs and types of expenses incident as may be approved from time to time by the performance of its obligations hereunder which are not otherwise provided for in this Section. It is understood, however, that, except as provided in this Section, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may makeBoard.