Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (including local and special counseliv) for the Company; and (xvii) all other costs and expenses incident to shall in no event exceed $40,000 in the performance by the Company of its obligations hereunderaggregate.

Payment of Expenses. The Company agrees to will pay the and bear all costs and expenses relating incident to the following matters: performance of its obligations under this Agreement, including, without limitation, (ia) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits theretoexhibits), each Preliminary Prospectusas originally filed and as amended, any preliminary prospectus supplements and the ProspectusProspectus and any amendments or supplements thereto, and each amendment or supplement the cost of furnishing copies thereof to any of them; the Underwriters, (iib) the printing (or reproduction) and delivery (including postagedistribution of this Agreement, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectusany agreement among Underwriters, the Prospectus Indenture, and all amendments or supplements to any of them, such other documents as may, in each case, may be reasonably requested for use required in connection with the offering purchase, sale and sale delivery of the Securities; , (iiic) the preparation, printing, authentication, issuance and delivery of certificates, if any, the certificates for the SecuritiesSecurities to the Underwriters, including any stamp or transfer taxes in connection with (d) the original issuance fees and sale disbursements of the Securities; Company's counsel and accountants, (ive) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration qualification of the Securities under the Exchange Act and applicable securities laws, (f) any fees charged by rating agencies for rating the listing of the Securities on the Nasdaq; Securities, (vig) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing reasonable fees and together with the reasonable and documented fees and expenses disbursements of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; Blue Sky survey and (ixh) the fees and expenses of the Company’s accountants and Trustee, including the fees and expenses disbursements of counsel (including local and special counsel) for the Company; Trustee, in connection with the Indenture and (x) all other costs and expenses incident to the performance Securities. If this Agreement is terminated by you in accordance with the provisions of Section 5 or Section 10(a)(i), the Company shall reimburse the Underwriters for all of its obligations hereundertheir reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred by them in connection with the public offering of the Securities.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state securities laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum, if any (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) for all expenses and application fees incurred in connection with any filing with, and clearance of the Companyoffering by, the Financial Industry Regulatory Authority; and (xix) all other expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that, except as provided in Sections 7 or 11(b), the Underwriters shall pay their own costs and expenses, including the costs and expenses incident to the performance by the Company of its obligations hereundertheir counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery distributing each of certificates, if any, for this Agreement and the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesclosing documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; and (xix) all other expenses and application fees related to the listing of the Shares on the Exchange; provided, however, that, except as provided in Section 9 or Section 13(b), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers they may make.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (including this Agreement, the Master Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws or regulations, including the costs of printing and mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for the Underwriters and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the National Association of Securities Dealers Automated Quotation National Market System, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc., (vi) the cost of printing certificates representing the Shares, (vii) the cost and charges of any transfer agent or registrar for the Shares and (viii) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company of its obligations hereunderfor sale to Directed Share Purchasers.

Payment of Expenses. The Company agrees to pay pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale and delivery of the Shares to the Underwriter and any taxes payable in that connection; (ib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies distribution of the Registration Statement, each Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the Prospectus General Disclosure Package, the Prospectus, any amendments, supplements and all amendments exhibits thereto or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securitiesdocument incorporated by reference therein; (iiid) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters relating to such registration Underwriter) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and qualification in item (vi) hereinof preparing, not to exceed $25,000)printing and distributing wrappers and blue sky memoranda; (viiig) all fees and expenses of the transportation registrar and transfer agent of the Shares; (h) all other costs and expenses incurred by of the Company and its executive officers (and not incident to the Underwriters) in connection with presentations to prospective purchasers Offering of the Securities; Shares by, or the performance of the obligations of, the Company under this Agreement (ix) including, without limitation, the fees and expenses of the Company’s 's counsel, and the Company's independent accountants and the fees travel and other reasonable expenses of counsel (including local and special counsel) for the Companyincurred by Company in connection with any “road show”); and (xi) all other costs and expenses of the Underwriter incident to the performance of its obligations under this Agreement (including, without limitation, the fees and expenses of the Underwriter's counsel); provided, however, that the aggregate costs and expenses payable by the Company of its obligations hereunderunder this clause (i) shall not exceed $30,000.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters, which fees and expenses shall not exceed $10,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all other expenses and application fees related to the listing of the Shares on Nasdaq. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Underwriters will pay all of their costs and expenses, including fees and expenses incident to the performance by the Company of its obligations hereundertheir counsel.

Payment of Expenses. The Company Partnership agrees with the Underwriter that the Partnership will pay all expenses incident to pay the performance of the obligations of the Partnership under this Agreement, including but not limited to (i) any filing fees and reasonable attorney’s fees and expenses incurred by the Partnership or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Underwriter designates and the preparation and printing of memoranda relating thereto, (ii) the filing fees and the fees and expenses of counsel for the Underwriter, including but not limited to, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (iii) costs and expenses relating to the following matters: (i) the preparation, printing investor presentations or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use “road show” in connection with the offering and sale of the Securities; Offered Securities including, without limitation, any travel expenses of the Partnership Parties’ officers and employees, (iiiiv) fees and expenses incident to listing the preparationOffered Securities on the New York Stock Exchange, printing, authentication, issuance (v) fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes expenses in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Offered Securities under the Exchange Act Act, and the listing of the Securities on the Nasdaq; (vi) expenses incurred in distributing each preliminary prospectus distributed to investors and potential purchasers, each Statutory Prospectus, and the Final Prospectus (in each case, including any amendments and supplements thereto) to the Underwriter and in each case expenses incurred in preparing, printing and delivery of a preliminary blue sky memorandum, distributing any registration Issuer Free Writing Prospectuses to investors or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderinvestors.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Underwritten Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing or reproduction and filing with under the Commission Act of the Registration Statement and the Prospectus (including financial statements all exhibits, amendments and exhibits supplements thereto), each Preliminary Prospectus, ) and the Prospectus, and each amendment or supplement to any of themdistribution thereof; (iic) the printing costs of reproducing and distributing the Terms Agreement and the Underwritten Securities; (or reproductiond) the fees and delivery (including postage, air freight charges and charges for counting and packaging) of such copies expenses of the Registration Statement, each Preliminary Prospectus, Company's counsel and independent accountants; (e) the Prospectus fees and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use expenses incurred in connection with the offering registration or qualification and sale determination of eligibility for investment of the Securities; (iii) Underwritten Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery distribution of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA Blue Sky Memorandum (including filing fees and together with the reasonable and documented related fees and expenses of counsel for the Underwriters relating up to such registration and qualification in item (vi) herein, not to exceed a maximum of $25,0005,000); (viiif) any fees charged by rating agencies for rating the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Underwritten Securities; (ixg) the fees and expenses of the Company’s accountants Trustee and the any paying agent (including related fees and expenses of any counsel (including local and special counsel) for the Companyto such parties); and (xh) all other expenses and application fees incurred in connection with any filing with, and clearance of any offering by, the National Association of Securities Dealers, Inc. up to a maximum of $10,000. It is understood, however, that, except as provided in this Section, and Sections 7.8 and 8.1 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 Underwritten Securities by them, and any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers they may make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securities; distribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Company; Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (xvii) all other costs expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of its obligations hereunderthe Shares on the Nasdaq Market; provided, however, that the fees and disbursements of counsel for the Underwriter pursuant to clauses (iv) and (vii) shall not exceed in the aggregate $25,000.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of their respective obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto)any stamp, each Preliminary Prospectustransfer, the Prospectusdocumentary, and each amendment filing, recording or supplement to any of themsimilar taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses (up to a maximum of $50,000) incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriter not to exceed $50,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; and (xix) all other costs and expenses incident of the Company incurred in connection with any “road show” presentation to potential investors (provided that all expenses related to chartered aircraft in connection with the performance “Roadshow” shall be split 50%-50% by the Company and the Underwriter and all lodging, commercial airfare and individual expenses of the Underwriter shall be the responsibility of the Underwriter); provided that, except as provided in this Section 12, the Underwriter shall pay its own costs and expenses, any advertising expenses connected with any offers it may make and any fees and disbursements of its obligations hereundercounsel and travel and lodging expenses of the Underwriter (except as set forth in clause (ix) above).

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees shall pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for distributing the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the Company’s counsel and independent accountants; (v) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; (vi) the fees and expenses of counsel the Underwriters (including local fees and special counsel) disbursements of the counsel for the CompanyUnderwriters and marketing, syndication and travel expenses and any expenses related to an investor presentation and/or roadshow to potential investors that are incurred by the Underwriters), provided that payment or reimbursement by the Company of such fees and expenses shall not exceed $150,000; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) any fees charged by rating agencies for rating the Securities; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderSecurities on the NYSE.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (Shares and any taxes payable in that connection, including financial statements any stock or other transfer taxes and exhibits thereto)any stamp or other duties payable upon the sale, each Preliminary Prospectus, issuance or delivery of the Prospectus, and each amendment or supplement Shares to any of themthe Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and reasonable expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (iv) and (vii) shall not exceed $35,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (iv) and (vii) shall not exceed $30,000; and (xviii) all other costs and expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters will pay all of its obligations hereunderthe travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered in connection with such road show.

Payment of Expenses. The Company agrees Transaction Entities will pay all expenses incident to pay the performance of its obligations under this Agreement, all costs and expenses of the Transaction Entities in connection with the Contribution Transactions, and all the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; Offered Shares including but not limited to (iiiA) any filing fees and other expenses (including fees and expenses of counsel to the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes Underwriters set forth in section (C) below) incurred in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities Offered Shares for offer and sale under the securities or laws of such jurisdictions as the Representative designates and the preparation and printing of blue sky laws surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the several U.S. States; (vii) any filings required to be made with FINRA Offered Shares (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration review), (C) up to and qualification including $225,000 in item (vi) herein, not to exceed $25,000); (viii) the transportation aggregate of the costs and other expenses of legal counsel for the Underwriters incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers this Agreement and the offering of the Securities; Offered Shares, (ixD) costs and expenses of the Company relating to investor presentations and any road show in connection with the offering and sale of the Offered Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, (E) all actually and reasonably incurred costs and expenses of the Underwriters relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (F) the fees and expenses incident to listing the Offered Shares on the NYSE MKT, (G) the fees and expenses in connection with the registration of the Company’s accountants Offered Shares under the Exchange Act, (H) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, (I) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and (J) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Underwriters in connection with the offering and sale of the Offered Shares. The foregoing payment by the Company to the Underwriters in this paragraph (ix) is limited to up to $350,000 in the aggregate (including up to $225,000 in fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderUnderwriters set forth in section (C) above).

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters may designate (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $5,000); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters in an amount not to exceed $15,000); (vii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” (provided that the Underwriters and the Company shall each pay 50% of the cost of any aircraft or other transportation chartered in connection with the “road show”); and (xviii) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on The Nasdaq Global Select Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters; provided, that such fees and expenses shall not exceed $10,000 in the aggregate); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (other than as set forth in the next sentence); and (xix) all other expenses and application fees related to the listing of the Shares on the Nasdaq Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses incident to of their representatives and 50% of the performance by the Company costs of its obligations hereunderany aircraft chartered in connection with any “road show.”

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (including this Agreement, the Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws, including the costs of printing and mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for the Underwriters and such counsel's disbursements in relation thereto, (iv) listing of the Shares on the New York Stock Exchange, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc.; (vi) the cost of printing certificates representing the Shares; (vii) the cost and charges of any transfer agent or registrar and (viii) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters with respect to the Reserved Share program, incurred by the Company of its obligations hereunderUnderwriters in connection with the Reserved Share program, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Reserved Share program.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and JEH LLC, jointly and severally, will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of their obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all amendments or supplements expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable fees and expenses of Underwriters’ counsel in an amount not to exceed $15,000); (ix) all costs and expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC relating to any of them, as may, in each case, be reasonably requested for use investor “road show” presentations in connection with the offering and sale of the Securities; (iii) the preparationShares, printingincluding, authenticationwithout limitation, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale travel expenses of the Securities; (iv) the printing (or reproduction) officers and delivery employees of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (JEH LLC and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and any other expenses of the Company’s accountants Company and the fees and expenses of counsel (including local and special counsel) for the CompanyJEH LLC; and (x) all other expenses and application fees related to the listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers they make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and each of the Guarantors jointly and severally agree to pay the or cause to be paid all costs and expenses relating incident to the following matters: performance of their respective obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any amendment or reproductionsupplement thereto) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act Transaction Documents and the listing of costs attributable to creating and perfecting the Securities on security interest in the Nasdaq; (vi) Collateral as contemplated by the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA Security Documents (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification Xxxxxx Xxxxxx & Xxxxxxx LLP in item (vi) herein, not to exceed $25,000connection therewith); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ixiv) the fees and expenses of the Company’s accountants and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee, the Collateral Agent and any paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for the Companybook-entry transfer by DTC; and (xix) all other costs and expenses incident to the performance incurred directly by the Company in connection with any “road show” presentation to potential investors (other than travel expenses of its obligations hereunderthe Initial Purchasers, it being understood, however, that 50% of the cost associated with any chartered aircraft will be paid by each of the Company and the Initial Purchasers).

Payment of Expenses. (a) The Company agrees to will pay (directly or by reimbursement) the costs following costs, fees and expenses relating and all other costs, fees and expenses incident to the following mattersperformance of the obligations of the Company under this Agreement: (i) all expenses and taxes incident to the preparation, printing or reproduction issuance and filing with the Commission delivery of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, Stock to the Prospectus, and each amendment or supplement to any of themRepresentatives; (ii) all expenses incident to the printing registration of the Stock under the Securities Act; (or reproductioniii) and delivery the costs of preparing stock certificates (including postageprinting and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Stock; (v) all necessary issue, air freight charges transfer and charges for counting other stamp taxes in connection with the issuance and packagingsale of the Stock to the Underwriters; (vi) fees and expenses of such copies the Company's counsel and the Company's independent accountants; (vii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preliminary Prospectus, Preeffective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein and the Blue Sky memoranda and this Agreement; (viii) all filing fees, attorneys' fees and expenses incurred by the Company or supplements to any of them, as may, in each case, be reasonably requested for use the Underwriters in connection with exemptions from the offering and sale qualifying or registering (or obtaining qualification or registration of) all or any part of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities Stock for offer and sale under the Blue Sky or other securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the SecuritiesRepresentatives may designate; (ix) the all fees and expenses of paid or incurred in connection with filings made with the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the CompanyNASD; and (x) all other costs and expenses incident to the performance by of the Company of its Company's obligations hereunderhereunder which are not otherwise specifically provided for in this Section.

Payment of Expenses. The Whether or not the Conversion is completed or the sale and issuance of the Shares by the Company agrees to is consummated, the HF Parties will pay the costs and for all their expenses relating incident to the following mattersperformance of this Agreement customarily borne by issuers, including without limitation: (ia) the preparation, printing or reproduction preparation and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themApplications; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iiib) the preparation, printing, authenticationfiling, issuance delivery and delivery mailing of certificates, if any, for the SecuritiesRegistration Statement, including any stamp or transfer taxes the Prospectus, and all documents related to the Offering; (c) all fees and expenses in connection with the original issuance and sale preparation of the SecuritiesInformation Statement and the solicitation of Voting Member approval of the Plan; (ivd) the printing (or reproduction) all filing fees and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered expenses in connection with the Offering; (v) the qualification or registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities Shares for offer and sale by the Company under the securities or blue sky laws laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of the several U.S. StatesBlue Sky Memorandum; (viie) any filings required to be made with FINRA (including the filing fees and together with of FINRA related to the reasonable and documented Agent’s fairness filing under FINRA Rule 5310; (f) fees and expenses related to the preparation of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000)Appraisal; (viiig) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants related to auditing and the accounting services; (h) expenses relating to advertising, temporary personnel, investor meetings and stock information center; (i) transfer agent fees and expenses costs of counsel (including local preparation and special counsel) for the Companydistribution of stock certificates; and (xj) all other costs any fees or expenses associated with listing on NASDAQ. In the event that the Agent incurs any expenses on behalf of the HF Parties, the HF Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and expenses incident to such reimbursements will not be included in the performance by the Company of its obligations hereunderexpense limitations set forth in Section 4 above.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as otherwise provided herein, the Underwriters will pay all of their own costs and expenses in connection with the transactions contemplated hereby, including, without limitation, the fees and expenses of their counsel (including local and special counsel) for transfer taxes, if any, on the Company; and (x) all other costs and expenses incident to resale of the performance Securities by the Company of its obligations hereunderthem.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto)any taxes payable in that connection, each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any thereto) and the distribution thereof, (iii) the fees and expenses of themthe Company’s counsel and independent accountants, as may, in each case, be reasonably requested for use (iv) the reasonable and documented fees and expenses incurred in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale Shares under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters), (v) the cost of preparing certificates, if any, representing the Shares, (vi) the costs and charges of any transfer agent and any registrar, (vii) all expenses and application fees incurred in connection with any filings required to be made with filing with, and clearance of the offering by, FINRA (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, an amount not to exceed $25,00010,000); , (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers of the Securities; potential investors and (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderNYSE.

Payment of Expenses. The Company hereby agrees to pay the costs and all Company expenses relating incident to the following matters: performance of the obligations of the Company under this Agreement, including but not limited to (i) the preparationCompany’s legal and accounting fees and disbursements, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authenticationfiling, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per person (in the case of U.S. jurisdiction) or $5,000 (in the case of non-US jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of certificatesthe Units, if any, for the SecuritiesOrdinary Shares and the Warrants included in the Units, including any stamp transfer or transfer other taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreementpayable thereon, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) filing fees incurred in registering the registration Offering with FINRA and the reasonable fees of counsel of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; Underwriters (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); ) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the transportation Company’s expenses associated with “due diligence” and other “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securitiesor such management; (ix) the fees and expenses all of the Company’s accountants and expenses associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the fees and expenses request of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its reasonable and documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel to the Representative related to FINRA matters, subject to the limitations in clause (v) of this Section 3.10.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (xvii) all other costs expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors and (ix) all expenses and application fees related to the listing of its obligations hereunderthe Shares on the Nasdaq Global Market. Except as provided in this Section 11 or in Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing any stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, however, that such fees and expenses shall not exceed $25,000, excluding filing fees; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Company shall pay its pro rata share (based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Company in connection with any road show presentation, on the one hand, and by representatives and officers of the Underwriters, on the other hand) of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters, which fees and expenses shall not exceed $10,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all other expenses and application fees related to the listing of the Shares on NASDAQ. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Underwriters will pay all of their costs and expenses, including fees and expenses incident to the performance by the Company of its obligations hereundertheir counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themapplicable taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistribution thereof; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters (in an amount not to exceed $10,000)); (vi) the cost of preparing share certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the reasonable related fees and special counsel) expenses of counsel for the CompanyUnderwriters (in an amount not to exceed $30,000)); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors undertaken in connection with the marketing of the offering of the Shares, including 50% of the cost of any aircraft chartered in connection with the road show; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and the paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) for all expenses and application fees incurred in connection with any filing with, and clearance of the Companyoffering by, the Financial Industry Regulatory Authority; and (xix) all other costs and expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of its obligations hereundertheir counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto)any stamp, each Preliminary Prospectusissuance, the Prospectus, and each amendment transfer or supplement to any of themother similar taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany’s counsel and independent accountants; (iv) the printing (or reproduction) reasonable and delivery of this Agreement, documented fees and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; Representatives may designate with the prior approval of the Company (vii) any filings required such approval not to be made with FINRA unreasonably withheld, conditioned or delayed) (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating Underwriters); (v) all filing fees and the reasonable fees and expenses incurred in connection with any filing with, and clearance of the offering by, FINRA (such fees and expenses pursuant to such registration this clause (v) and qualification clause (iv), in item the aggregate, shall not exceed $10,000); (vi) herein, not to exceed $25,000); (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers of the Securitiespotential investors; (ixvii) the fees and expenses of the Company’s accountants Trustee with respect to the Securities; and (vii) the fees and expenses incurred in connection with listing the Securities on the Nasdaq Global Select Market. It is, however, understood that except as provided in this Section 12 or in Section 8 of counsel (including local and special counsel) for this Agreement, the Company; and (x) Underwriters shall pay all other of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses incident to connected with any offers they make and all travel, lodging and other expenses of the performance Underwriters incurred by the Company of its obligations hereunderthem in connection with any road show.

Payment of Expenses. (a) The Company agrees shall, regardless of whether the Offering contemplated by this Agreement and the Prospectus is consummated, be responsible for and shall pay all costs, fees and expenses incurred in connection with or incident to pay the proposed Offering, including, without limitation, (A) all expenses and taxes incident to the authorization, issuance, sale and delivery of the Shares to be sold by the Company to the Underwriters, (B) all expenses incident to the registration of the Shares under the Act, (C) all costs of preparing stock certificates, including printing and engraving costs, (D) all fees and expenses of the registrar and transfer agent of the Shares, (E) without limiting clause (A) above, all necessary, transfer and other stamp taxes in connection with the issuance and sale of the Shares to be sold by the Company to the Underwriters, (F) all fees and expenses of the Company's counsel, the Company's independent accountants and any other experts retained by or on behalf of the Company in connection with the Offering, (G) all costs and expenses relating to the following matters: (i) incurred in connection with the preparation, printing or reproduction printing, filing, shipping and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus, the Prospectus including all exhibits and financial statements, and all amendments and supplements provided for herein, including, without limitation, any post-effective amendments, the blue sky memoranda, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire and Power of Attorney, (H) the filing fees and expenses incurred by the Company or supplements to any of them, as may, in each case, be reasonably requested for use the Underwriters in connection with the offering and sale exemptions from qualifying or registering (or obtaining qualification or registration of) all or any part of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities Shares for offer and sale and determination of eligibility for investment under the securities or blue sky or other securities laws of such jurisdictions as the several U.S. States; (vii) any Underwriters may designate and incurred in connection with filings required to be made with FINRA the NASD (including filing fees and together with the reasonable and documented related fees and expenses of counsel for to the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,0007,500); , (viiiI) the transportation all travel and other lodging fees and expenses incurred by or on behalf of officers and representatives of the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; Shares, (ixJ) the fees all word processing charges, messenger and duplicating services, facsimile expenses and other customary expenses of the Company’s accountants Company related to the proposed Offering, (K) the costs and expenses relating to preparation and delivery to the Underwriters of five closing binders, (L) all applicable listing or other fees relating to the Shares, including, without limitation, the fees and expenses relating to quotation of counsel (including local and special counsel) for the Company; Common Stock on the Nasdaq National Market and (xM) all other costs and expenses incident to the performance by the Company and such Selling Stockholders of its their obligations hereunderunder this Agreement; provided, however, that except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the sale, printing or reproduction preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in connection therewith; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriter for such Blue Sky Memorandum up to an aggregate of $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (provided that the reimbursement obligation for such fees and expenses of counsel for the Underwriter shall not exceed, in the aggregate, $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; it being understood that except as provided in this Section 12 or Section 9 hereof, the Underwriter will pay all of the travel, lodging and other expenses of the Underwriter or any of its employees incurred by it in connection with any “roadshow” presentation to potential investors and 50% of the costs of any aircraft chartered in connection with the “road show” presentation; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The Company agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Partnership will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Units and exhibits thereto)any taxes payable in that connection, each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any thereto) and the distribution thereof, (iii) the fees and expenses of themthe Partnership’s counsel and independent accountants, as may, in each case, be reasonably requested for use (iv) the reasonable fees and expenses incurred in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale Units under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters), (v) the cost of preparing certificates, if any, representing the Units, (vi) the costs and charges of any transfer agent and any registrar, (vii) all expenses and application fees incurred in connection with any filings required to be made with filing with, and clearance of the offering by, FINRA (including filing fees and together with the reasonable and documented related fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, an amount not to exceed $25,00010,000); , (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) Partnership in connection with presentations any “road show” presentation to prospective purchasers of the Securities; potential investors and (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Units on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderNYSE.

Payment of Expenses. The (e) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and the Guarantor agree to pay the or cause to be paid all costs and expenses relating incident to the following matters: performance of their obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement Securities (including financial statements and exhibits theretobut excluding taxes on income, profits or gains of the Underwriters), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an amount not to exceed $50,000 (excluding filing fees); (ix) all expenses and application fees incurred in connection with the approval of the Securities for the Companybook-entry transfer by DTC; and (x) all other costs and expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that that the Underwriters shall pay 50% of its obligations hereunderthe cost of any aircraft chartered in connection with such “road show”; and (xi) all expenses and application fees related to the listing of the Securities on the Exchange.

Payment of Expenses. The Each of the Company and the Initial Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with (i) the preparation of the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (ii) the issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Initial Purchasers, (iii) the producing, word processing and/or printing of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Securities and the Exchange Securities, as well as any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (iv) the qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements of counsel for the Initial Purchasers) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Initial Purchasers, (v) the performance of their obligations under the Registration Rights Agreement, (vi) the fees and disbursements of the Trustee, (vii) the approval of the Securities by DTC for “book-entry” transfer, (viii) the rating of the Securities or the Exchange Securities, (ix) the costs and expenses of the Company relating to the following matters: (i) the preparation, printing presentations or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use meetings undertaken in connection with the marketing of the offering and sale of the Securities; (iii) Securities to prospective investors and the preparationInitial Purchasers’ sales forces, printingincluding, authenticationwithout limitation, issuance and delivery out of certificates, if any, for the Securities, including any stamp or transfer taxes in connection pocket expenses associated with the original issuance production of road show slides and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreementgraphics, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandumtravel, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation lodging and other expenses incurred by the Company officers of the Company, and its executive officers (and not the Underwriters) cost of any aircraft chartered in connection with presentations to prospective purchasers of the Securities; road show, and (ixx) the fees and expenses performance of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (other than as set forth in the next sentence); and (xix) all other expenses and application fees related to the listing of the Shares on the NASDAQ Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses incident to of their representatives and 50% of the performance by the Company costs of its obligations hereunderany aircraft chartered in connection with any “road show.”

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under United States state or non-United States securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters) if such fees and expenses are required to be incurred; (v) the cost of preparing share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including all related legal fees such legal fees not to exceed $40,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that the cost of any aircraft chartered for the road show shall be born fifty percent (50%) by the Underwriters); and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on The New York Stock Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany’s counsel and independent accountants; (iv) the printing (or reproduction) reasonable and delivery of this Agreement, documented fees and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offeringregistration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $10,000); (v) the registration cost of the Securities under the Exchange Act and the listing of the Securities on the Nasdaqpreparing stock certificates; (vi) the printing costs and delivery charges of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer transfer agent and sale under the securities or blue sky laws of the several U.S. Statesany registrar; (vii) all expenses and application fees incurred in connection with any filings required to be made with filing with, and clearance of the offering by, FINRA (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,00040,000); (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the Securitiescost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters, and that all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters); and (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderNasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Units and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses incurred by counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares and Warrant Shares on the Nasdaq Capital Market; and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance incurred by the Company of its obligations hereunderUnderwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $100,000 in the aggregate.

Payment of Expenses. The Company agrees to pay will pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, all costs and expenses relating incident to the following matters: entry into and performance under this Agreement by the Company, and without limiting the generality of the foregoing, all costs and expenses incident to (i) the preparationissuance, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto)purchase, each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificatesthe Shares to the Underwriters, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (vii) the registration of the Securities under Shares and preparing, printing and shipping the Exchange Act Registration Statement and the listing underwriting documents, (iii) the filing fees of the Securities on Commission, the Nasdaq; Financial Industry Regulatory Authority, Inc. (vi“FINRA”) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees for American Stock Exchange) and together state securities and “Blue Sky” commissioners and authorities in connection with the Registration Statement and this Agreement, and the reasonable and documented fees fees, disbursements and expenses of counsel for the Underwriters relating in connection with state securities or “Blue Sky” matters and review by FINRA, (iv) the fees and disbursements of counsel and accountants for the Company, (v) the furnishing to such registration the Representative and, to the extent requested, the other Underwriters of copies of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, this Agreement, the Blue Sky survey (preliminary and qualification in item final), and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (vi) hereinthe preparation, not printing, mailing, delivery, filing and distribution by the Company of all supplements and amendments to exceed $25,000); the Prospectus required by paragraph (e) of Section 6.1, (vii) the furnishing to the Representative and the other Underwriters of all reports and financial statements required by paragraphs (f) and (g) of Section 6.1, (viii) the transportation holding of informational meetings related to the offer and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers sale of the Securities; Shares and all other road show expenses, and (ix) all advertising costs and expenses related to the offer and sale of the Shares, including publishing a “tombstone” advertisement in the national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company shall at the Initial Closing Date pay to the Representative a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Primary Shares. If the sale of the Shares to the several Underwriters pursuant to this Agreement is not consummated for any reason, other than as specified in Section 9, the Company will reimburse the several Underwriters for all of their out-of-pocket expenses (including reasonable fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance incurred by the Company of its obligations hereunderUnderwriters in connection with this Agreement or in investigating, preparing to market or marketing the Shares.

Payment of Expenses. The Company As between the Depositor and the Underwriters, the Depositor agrees to pay all expenses incident to the performance of its obligations under this Underwriting Agreement, including without limitation those relating to: (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale and delivery of the Certificates and any taxes payable in connection therewith; (ib) a portion of the preparation, printing or reproduction and filing with fees previously paid to the Commission with respect to the filing under the Securities Act of the Registration Statement (including financial statements and any amendments and exhibits thereto), each Preliminary Prospectus, ; (c) the Prospectus, costs of distributing the Registration Statement as originally filed and each amendment or supplement to thereto and any of them; post-effective amendments thereof (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as mayincluding, in each case, be reasonably requested for use exhibits), the Disclosure Documents and Prospectus and any amendment or supplement to the Prospectus (including the Disclosure Documents) or any document incorporated by reference therein, all as provided in connection with the offering and sale of the Securitiesthis Underwriting Agreement; (iiid) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Underwriting Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ixe) the fees and expenses of qualifying the Company’s accountants Certificates under the securities laws of the several jurisdictions as provided in Section 5(h), if necessary, hereof and the of preparing, printing and distributing a blue sky memorandum (including related fees and expenses of counsel to the Underwriters); (including local and special counself) any fees charged by securities rating services for rating the CompanyCertificates; and (xg) all other costs and expenses incident to the performance of the obligations of the Depositor (including costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Company Underwriters in accordance with the provisions of its obligations hereunderSection 6 or Section 11, the Depositor shall cause the Underwriters to be reimbursed for all reasonable out-of-pocket expenses, including fees and disbursements of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and Carnival plc jointly and severally agree to pay the or cause to be paid all costs and expenses relating incident to the following matters: performance of their respective obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement Shares and any taxes payable in connection therewith (including financial statements and exhibits theretoany amount paid in respect of value added tax (“VAT”), each Preliminary Prospectus, except to the Prospectus, and each amendment extent that the Underwriter determines that it is able to obtain a credit or supplement to any timely repayment of themsuch VAT by way of VAT input tax or similar mechanism); (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable fees and expenses of counsel for the Underwriter); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vi) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA in an aggregate amount not to exceed $15,000; and (vii) all expenses and application fees related to the listing of the Shares on the Exchange. Subject to this Section 11(a) and Section 11(b) and any reimbursement arrangement between the Company, Carnival plc and the Underwriter, the Underwriter shall pay the fees and expenses of counsel (including local and special its own counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Each of you agrees to pay pay: (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale and delivery of the Designated Notes and any taxes payable in connection therewith; (ib) the costs incident to the preparation, printing or reproduction and filing with under the Commission 1933 Act of the Registration Statement (including financial statements and any amendments and exhibits thereto), each Preliminary Prospectus, ; (c) the Prospectus, costs of distributing the Registration Statement as originally filed and each amendment or supplement to thereto and any of them; post-effective amendments thereof (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as mayincluding, in each case, be reasonably requested for use exhibits), the Base Prospectus, the Final Prospectus, any amendment or supplement to the Base Prospectus or any document incorporated by reference therein, all as provided in connection with the offering and sale of the Securitiesthis Agreement; (iiid) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ixe) the fees and expenses of qualifying the Company’s accountants Designated Notes under the securities laws of the several jurisdictions as provided in Section 4(g) hereof and the of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of your counsel); (f) any fees charged by securities rating services for rating the Designated Notes; (g) any fees and expenses of your counsel, the Trustee, the Trustee’s counsel (including local and special counsel) for the Sponsor’s and the Company’s counsel incurred in connection with the transactions described herein; (h) any fees and expenses associated with registering the Designated Notes with The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System; (i) any fees and expenses incurred in connection with either of your or Insurer’s due diligence associated with the transactions described herein, including but not limited to the costs and expenses incurred in connection with re-underwriting and appraisal services performed by third parties; and (xj) all other costs and expenses incident to the performance by of the Company obligations of its obligations hereunderthe Company.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters up to an aggregate of $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the fees and expenses of counsel for the Underwriters up to an aggregate of $20,000); (including local viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and special counsel) for agreed that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” and the Underwriters shall pay 50% of the costs of any aircraft or other transportation chartered in connection with the “road show,” the other 50% of which shall be paid by the Company; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the NASDAQ Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters up to an aggregate amount of $10,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that (A) the Company; , on the one hand, and the Underwriters, on the other hand, will share equally the cost of any aircraft chartered for both the Company and the Underwriters in connection with the “road show” and (B) the lodging and incidental expenses of employees of the Underwriters shall be the responsibility of the Underwriters and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company Shares on the Exchange. Except as explicitly provided in this Section 11(a), Section 11(b) and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of its obligations hereundertheir counsel and other advisors.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all documented costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any road show or any testing-the-waters meetings shall be paid 50% by the Company and 50% by the Underwriters; (ix) all expenses and application fees related to the listing of the Shares on the Exchange; provided, however, that the amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 11(a) shall not exceed $35,000 in the aggregate for fees and expenses of counsel to the Underwriters; and (xxi) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is, however, understood that except as provided in this Section 11 or Section 7 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers they make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating actually incurred and incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement Shares and any taxes payable in that connection (including financial statements and exhibits theretoother than, for the avoidance of doubt, taxes incident to the resale of the Shares by the Underwriters), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the reasonable fees and special counsel) expenses of counsel for the CompanyUnderwriters related to such filings) in an aggregate amount not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any road show presentation to potential investors, provided, however, that the Underwriters will pay all of the travel and lodging expenses of the Underwriters or any of their employees as incurred by them in connection with the road show, and provided, further that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered in connection with any road show and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto)any stamp, each Preliminary Prospectus, the Prospectus, registration and each amendment or supplement to any of themsimilar transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters in an amount not to exceed $25,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (in an amount not to exceed $30,000 (excluding filing fees)); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters) ; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters up to $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters up to $35,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the Underwriters shall be responsible for 50% of the third party costs of any private aircraft incurred in connection with such roadshow; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the costs and be paid all out-of-pocket expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the costs and fees of counsel described in clauses (v) and (viii) shall not exceed $50,000; (ix) all expenses (other than air travel expenses) incurred by the Company in connection with any “road show” presentation to potential investors; (x) one-half of all other costs air travel expenses in connection with any “road show” presentation to potential investors, and (xi) all expenses incident and application fees related to the performance by listing of the Company of its obligations hereunderShares on the New York Stock Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters); provided, that the amount of such fees and disbursements of counsel for the Underwriters to be paid by the Company shall not exceed $2,500 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Capital Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following mattersperformance of its obligations hereunder, including without limitation: (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to subsections (iv) and (vii) shall not exceed $30,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all expenses and application fees related to the listing of the Shares on the Exchange; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is further understood, however, that except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses incident to the performance connected with any offers they may make and lodging expenses incurred by the Company of its obligations hereunderthem in connection with any road show, as applicable.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the New York Stock Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themstock transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to subsections (iv) and (vii) shall not exceed $40,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided, however that the Company shall only pay 50% of the cost of any aircraft or other transportation chartered in connection therewith (the remaining 50% of the cost of such aircraft or other transportation paid by the Underwriters); and (xix) all other expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except to the extent otherwise provided in this Section 11 or Section 7, the Underwriters will pay all of their costs and expenses, including fees and expenses incident to of their counsel, stock transfer taxes payable on resale of any of the performance Shares held by the Company of its obligations hereunderthem, and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any “road show,” as applicable.

Payment of Expenses. The Whether or not the transactions contemplated in ------------------- this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws, including the costs of printing and mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for the Underwriters and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the Nasdaq National Market system, (v) filing fees of the Commission and the NASD, (vi) the cost of printing certificates representing the Shares, (vii) the cost and charges of any transfer agent or registrar for the Shares and (viii) all cash and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with the Directed Shares which are designed by the Company for sale to certain employees of its obligations hereunderand certain persons designated by the Company.

Payment of Expenses. The Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective as to all of its provisions or is terminated, the Company agrees to pay (i) all costs, fees and expenses (other than legal fees and disbursements of counsel for the Underwriters and the expenses incurred by the Underwriters) incurred in connection with the performance of the Company’s obligations hereunder, including, without limiting the generality of the foregoing, all fees and expenses of legal counsel for the Company and of the Company’s independent accountants, all costs and expenses relating to the following matters: (i) incurred in connection with the preparation, printing or reproduction printing, filing and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies distribution of the Registration Statement, each Preliminary Prospectus, Prospectus and the Prospectus (including all documents incorporated by reference therein, exhibits and financial statements) and all amendments or and supplements to provided for herein and any costs associated with the electronic delivery of any of themthe foregoing by the Underwriters to investors, as may, in each case, be reasonably requested for use in connection compliance with the offering rules and sale regulations of the Securities; (iii) the preparationThe Nasdaq Stock Market, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and the Pricing Agreement and, if applicable, the Blue Sky Memorandum, (ii) all other agreements or documents printed costs, fees and expenses (or reproducedincluding legal fees and disbursements of its counsel and up to $10,000 of such fees and expenses for counsel for the Underwriters) and delivered incurred in connection with the Offering; (v) the registration clearance of the Securities under the Exchange Act and the listing offering of the Securities on Shares with FINRA and, if the Nasdaq; (vi) Common Stock ceases to be a “covered security” within the printing and delivery meaning of a preliminary blue sky memorandum, any registration or qualification Section 18 of the Securities 1933 Act, qualifying or registering all or any part of the Shares for offer and sale under the securities or blue sky laws of the several U.S. Stateslaws; and (viiiii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the all fees and expenses of the Company’s accountants and transfer agent, printing of the fees and expenses of counsel (including local and special counsel) certificates for the Company; Shares and (x) all other costs and expenses incident transfer taxes, if any, with respect to the performance by sale and delivery of the Company of its obligations hereunderShares to the several Underwriters.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) expenses incurred by the Company in connection with any “road show” presentation to potential investors including the chartering of airplanes (for the sake of clarity, the Company and the Underwriters shall each bear 50% of the costs associated with each leg of any journey by chartered aircraft used in connection with the road show); and (xix) all other expenses and application fees related to the listing of the Shares on the Nasdaq Market. It is further understood that each Selling Stockholder will pay all of their own costs and expenses incident expenses, including the fees of their respective counsel and stock transfer taxes on the sale of their shares, except as provided in any separate agreement relating to the performance by allocation of payment of expenses between the Company of its obligations hereunderCompany, on the one hand, and the Selling Stockholders, on the other hand.

Payment of Expenses. (a) The Company agrees to pay or cause to be paid the costs and expenses relating to the following mattersfollowing: (i) the preparationfees, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, and the delivering of copies thereof to the Agent; (ii) costs incident to the preparation, and delivery of this Sales Agreement or any Terms Agreement, any Blue Sky (including related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including local any compilations thereof) and special counselany other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the NYSE; (vi) the cost of preparing the Shares, any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agent; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the fees and disbursements of the Company’s counsel and accountants; and (xix) all other costs and expenses incident to the performance by the Company of its obligations hereunderhereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that, except as provided in this Section 5, Section 7 and Section 9 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel and any advertising expenses connected with any offers it may make.

Payment of Expenses. The Company agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the TWFG Parties, jointly and severally, will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of their obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) fees and delivery expenses of this Agreement, the Company’s counsel and all other agreements or documents printed (or reproduced) and delivered in connection with the Offeringindependent accountants; (v) the registration of fees and expenses incurred in connection with the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification and determination of eligibility for investment of the Securities for offer and sale Shares under the securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) any filings required to be made with FINRA Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item Underwriters); (vi) hereinthe cost of preparing stock certificates, not to exceed $25,000)if applicable; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the transportation and other offering by, FINRA; (ix) all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers potential investors, provided, however, that the Underwriters shall be responsible for 50% of the Securitiesthird party costs of any private aircraft used by both the Company and the Underwriters incurred in connection with such “road show”; (ixx) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market and (xi) all fees and expenses disbursements of counsel incurred by the Company’s accountants Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; provided, however, that the amount payable by the Company pursuant to clauses (v) and (viii) of this Section 11(a) shall not exceed $[●] in the aggregate for fees and expenses of counsel (including local and special counsel) for to the Company; and (x) Underwriters. It is, however, understood that except as provided in this Section [11] or Section [7] hereof, the Underwriters shall pay all other of their own costs and expenses incident to expenses, including, without limitation, the performance by the Company fees and disbursements of its obligations hereundertheir counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this subsection (vii) and for the fees and expenses pursuant to subjection (iv) shall not exceed $35,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors including, without limitation, any travel expense of the Company’s officers and employees and any other expense of the Company, including 50% of the costs of chartering aircraft or other transportation in connection with any “road show” (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft or other transportation in connection with any “road show”); and (xix) all other expenses and application fees related to the listing of the Shares on Nasdaq. It is understood, however, that except as provided in this Section 11, Section 7 and the last sentence of Section 10(c), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses incident to the performance connected with an offers they may make and lodging expenses incurred by the Company of its obligations hereunderthem in connection with any “road show” and any testing-the-waters meetings, as applicable.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters not to exceed $30,000 without the prior written consent of the Company when taken together with the amount incurred in connection with clause (vii) below); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, in an amount not to exceed $30,000 (exclusive of filing fees) without the prior written consent of the Company when taken together with the amount incurred in connection with clause (iv) above; (viii) all documented expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Global Select Market.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay the or cause to be paid all reasonable and documented costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Rights and exhibits thereto), each Preliminary ProspectusNew Shares, the Prospectus, listing thereof and each amendment or supplement to any of themtaxes payable in connection therewith; (ii) the costs incident to the preparation, translation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the Offering Documents (including any amendment or supplement thereto) or any Issuer Free Writing Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreementfiling fees, and all other agreements or documents printed (or reproduced) and delivered if any, incurred in connection with the Offeringreview and qualification of the offering of the New Shares by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (v) the registration fees and expenses of the Securities under the Exchange Act Company’s counsel and the listing of the Securities on the Nasdaqindependent accountants; (vi) the printing fees and delivery expenses of a preliminary blue sky memorandum, any registration or qualification centralizing and settlement agents (including related fees and expenses of the Securities for offer and sale under the securities or blue sky laws of the several U.S. Statesany counsel to such parties); (vii) all expenses and application fees incurred in connection with any filings required to be made with FINRA (including filing fees of the Rights and together with the reasonable New Shares for book-entry transfer by the European Clearing Systems and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000)DTC; (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) Representatives in connection with presentations any “road show” presentation to prospective purchasers of the Securitiespotential investors; (ix) the fees and expenses of legal counsel to the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters; and (x) any and all other costs and out-of-pocket expenses incident incurred by the Representatives (including in connection with DealaxisBookbuilder). The expenses to be reimbursed to the performance Representatives will be paid by the Company within 20 Business Days from receipt in each case of its obligations hereundera proper invoice.

Payment of Expenses. The a. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (provided, however, that such fees and expenses shall not exceed $10,000 without the prior written consent of the Company); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the fees and expenses of counsel to the Underwriters up to $35,000); (viii) travel (including local 50% of chartered aircraft expenses), meal and special counsel) lodging costs for the CompanyCompany employees incurred in connection with any “road show” presentation to potential investors; and (xix) all other expenses and application fees related to the listing of the Shares on the Nasdaq Global Market. It is understood and agreed that except as provided in Section 7 and this Section 11, the Underwriters shall pay all of their costs and expenses incident incurred in connection with this Agreement and the offering contemplated hereby, including fees and disbursements of their counsel, stock transfer taxes payable on their resale of any of the Shares, travel (including 50% of chartered aircraft expenses), meal and lodging costs and other expenses of the Representatives incurred in connection with any “road show” presentation to the performance by the Company of its obligations hereunderpotential investors, and any advertising expenses in connection with any offers made.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany’s counsel and independent accountants; (iv) the printing (or reproduction) fees and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification and determination of eligibility for investment of the Securities for offer and sale Shares under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) any filings required to be made with FINRA Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including filing fees and together with the reasonable and related documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, an amount not to exceed $25,0005,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related documented fees and expenses of counsel for the Underwriters, in an amount not to exceed $35,000 (excluding filing fees)); and (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the Securitiescost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters, and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters); (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderNasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Parties, jointly and severally, will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of their obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany Parties’ counsel, the Selling Stockholders’ counsel and independent accountants; (iv) the printing (or reproduction) fees and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offeringregistration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the registration cost of the Securities under the Exchange Act and the listing of the Securities on the Nasdaqpreparing stock certificates; (vi) the printing costs and delivery charges of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer transfer agent and sale under the securities or blue sky laws of the several U.S. Statesany registrar; (vii) all expenses and application fees incurred in connection with any filings required to be made with filing with, and clearance of the offering by, FINRA (including filing fees and together with the reasonable and documented related reasonably incurred fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) Parties in connection with presentations any “road show” presentation to prospective purchasers of the Securitiespotential investors; and (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderExchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and the paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) for all expenses and application fees incurred in connection with any filing with, and clearance of the Companyoffering by, the Financial Industry Regulatory Authority; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all other expenses and application fees related to the listing of the Underlying Shares on the Exchange; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses incident (other than with respect to the performance by the Company of its obligations hereunderany road show presentation) connected with any offers they make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters) not exceeding $10,000 in the aggregate; (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all application fees and reasonable expenses incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that the costs of the private air transportation, if any, used in connection with any “road show” presentation shall be borne one-half by the Company and one-half by the Underwriters); and (x) all other costs expenses and expenses incident application fees related to the performance by quotation of the Company of its obligations hereunderShares on the Nasdaq National Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses in an amount not to exceed $40,000 incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters related thereto); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees in an amount not to exceed $50,000 incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) 50% of all expenses incurred in connection with any “road show” presentation to potential investors, including the third party costs of any private aircraft incurred by or on behalf of the Company in connection with such road show, with the Underwriters responsible for the remaining 50% of such expenses; provided, that each party shall pay all of the travel and lodging expenses incurred by them in connection with such road show (other than the third party costs of any private aircraft, which shall be paid for in accordance with the foregoing provisions of this clause (viii)), and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related fees and special counselexpenses of any counsel to such parties) for (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the Companyoffering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderUnderlying Securities on Nasdaq.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares to the Underwriters and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters not to exceed $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters not to exceed $25,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, however, that such fees and expenses shall not exceed $25,000, excluding filing fees; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Company shall pay its pro rata share (based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Company in connection with any road show presentation, on the one hand, and by representatives and officers of the Underwriters, on the other hand) of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); and (xix) all other expenses and application fees related to the listing of the Shares on the Nasdaq. Except as expressly provided in Section 8 and above in this Section 12(a) (and except as otherwise agreed between the Company and any Selling Stockholder with respect to expenses of a Selling Stockholder), the Underwriters and the Selling Stockholders will severally pay all of their respective costs and expenses incident to the performance by the Company of its obligations hereunderexpenses.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Units and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses incurred by counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares and Warrant Shares on the NYSE MKT; and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance incurred by the Company of its obligations hereunderUnderwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $50,000 in the aggregate.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparationcosts of reproducing and distributing this Agreement, printingthe Indenture, authentication, issuance the Securities and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes other documents to be delivered in connection with the original issuance and sale closing of the offering of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $15,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related reasonable fees and special counselexpenses of any counsel to such parties); (viii) for all expenses and application fees incurred in connection with any filing with, and clearance of the Companyoffering by, FINRA; (ix) the fees and expenses incurred with respect to any listing of the Securities; and (x) all other costs and expenses incident to the performance incurred by the Company of its obligations hereunderin connection with any “road show” presentation to potential investors.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the reasonably incurred fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (vi) the cost of preparing stock certificates, if applicable; (vii) the costs and charges of any transfer agent and any registrar; (viii) all application fees and reasonably incurred fees and expenses of counsel for the Underwriters incurred in connection with any filing with, and clearance of the offering by, FINRA (such fees and disbursements of counsel for the Underwriters pursuant to this clause (viii) not to exceed $50,000); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however, that the Underwriters shall be responsible for 50% of the costs of any private aircraft incurred in connection with the roadshow; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters, provided, that, with respect to this clause (iv), if the Shares are “covered securities” under section 18(b) of the Securities Act, then the Company shall not be responsible for related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees, including the legal fees and filing fees and other disbursements of counsel to the Underwriters, incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters); and (xix) all other expenses and application fees related to the listing of the Shares on NASDAQ. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the costs and expenses incident to the performance by the Company of its obligations hereundertheir counsel.

Payment of Expenses. The Company As between the Depositor and the Underwriter, the Depositor agrees to pay all expenses incident to the performance of its obligations under this Underwriting Agreement, including without limitation those relating to: (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale and delivery of the Certificates and any taxes payable in connection therewith; (ib) a portion of the preparation, printing or reproduction and filing with fees previously paid to the Commission with respect to the filing under the Securities Act of the Registration Statement (including financial statements and any amendments and exhibits thereto), each Preliminary Prospectus, ; (c) the Prospectus, costs of distributing the Registration Statement as originally filed and each amendment or supplement to thereto and any of them; post-effective amendments thereof (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as mayincluding, in each case, be reasonably requested for use exhibits), the Disclosure Documents and Prospectus and any amendment or supplement to the Prospectus (including the Disclosure Documents) or any document incorporated by reference therein, all as provided in connection with the offering and sale of the Securitiesthis Underwriting Agreement; (iiid) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Underwriting Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ixe) the fees and expenses of qualifying the Company’s accountants Certificates under the securities laws of the several jurisdictions as provided in Section 5(h), if necessary, hereof and the of preparing, printing and distributing a blue sky memorandum (including related fees and expenses of counsel to the Underwriter); (including local and special counself) any fees charged by securities rating services for rating the CompanyCertificates; and (xg) all other costs and expenses incident to the performance of the obligations of the Depositor (including costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Company Underwriter in accordance with the provisions of its obligations hereunderSection 6 or Section 11, the Depositor shall cause the Underwriter to be reimbursed for all reasonable out-of-pocket expenses, including fees and disbursements of Xxxxxxx and Xxxxxx LLP, counsel for the Underwriter.

Payment of Expenses. The Company agrees with each Underwriter to pay the costs and expenses relating to the following matters: (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Stock and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies costs incident to the registration of the Registration Statement, each Preliminary Prospectus, Stock under the Prospectus Securities Act and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the SecuritiesExchange Act; (iii) the costs incident to the preparation, printing, authentication, issuance printing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distribution of the SecuritiesRegistration Statements, Preliminary Prospectus, Prospectus and any amendments, supplements and exhibits thereto; (iv) the printing (costs of printing, reproducing and distributing by mail, telex or reproduction) other means of communications the Agreement Among Underwriters among the Representatives and delivery of the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act fees and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA expenses (including filing fees and together with the reasonable and documented related fees and expenses of counsel for the Underwriters relating to such registration and qualification Underwriters) incurred in item connection with filings made with the National Association of Securities Dealers, Inc.; (vi) herein, not to exceed $25,000)any applicable listing or other fees; (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ixvii) the fees and expenses of qualifying the Company’s accountants Stock under the securities laws of the several jurisdictions as provided in Section 4(f) and the of preparing, printing and distributing Blue Sky Memoranda and Legal Investment Surveys (including related fees and expenses of counsel to the Underwriters); (including local viii) all fees and special counsel) for expenses of the Companyregistrar and transfer agent of the Stock; and (xix) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants); provided that, except as otherwise provided in this Section 5 and in Section 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the Stock which they may sell and the expenses of advertising any offering of the Stock made by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Borrowed Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Borrowed Shares and determination of eligibility of investment thereof under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters and the Borrower) not to exceed $30,000 without the prior written consent of the Company when taken together with the amount incurred in connection with clause (viii) below); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, in an amount not to exceed $30,000 (exclusive of filing fees) without the prior written consent of the Company when taken together with the amount incurred in connection with clause (iv) above; (viii) all reasonable and documented expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, the Company and the Underwriters shall each pay 50% of the total costs of chartering any aircraft to be used in connection with any such “road shows”; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderBorrowed Shares on the New York Stock Exchange.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may reasonably designate, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all expenses and application fees related to the listing of the Securities on the Exchange;(x) the fees and expenses of counsel (including local the Purchase Contract Agent in connection with the Purchase Contracts, the Purchase Contract Agreement and special counsel) for the CompanySecurities; and (xxi) all other costs the fees and expenses incident to of the performance by Trustee in connection with the Company of its obligations hereunderAmortizing Notes, the Indenture and the Securities.

Payment of Expenses. The Company agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the BRP Parties, jointly and severally, will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of their obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares to the Underwriters and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, in an amount not to exceed $30,000 (excluding filing fees); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors ; (x) all other costs expenses and expenses incident application fees related to the performance listing of the Shares on the Nasdaq Global Select Market and (xi) all of the fees and disbursements of counsel incurred by the Company of its obligations hereunderUnderwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incurred by the Company incident to the following matters: performance of their and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto)any stamp, each Preliminary Prospectus, the Prospectus, registration and each amendment or supplement to any of themsimilar transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel, Selling Stockholder’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters in an amount not to exceed $25,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (in an amount not to exceed $30,000 (excluding filing fees)); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters) ; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on The Nasdaq Global Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; and (x) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the NASDAQ Global Select Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (or reproductionincluding any amendments and supplements thereto) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants 's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchaser); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the CompanyCompany in connection with any “road show” presentation to potential investors; and (x) all other expenses and application fees related to the listing of the Underlying Securities on Nasdaq; and (xi) up to a maximum of $150,000 for all out-of-pocket costs and expenses incident to (including the performance fees and expenses of its counsel) reasonably incurred by the Company of its obligations hereunderInitial Purchaser in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (xix) all other expenses and application fees related to the listing of the Shares on the Exchange. It is further understood that the Company will pay all the costs and expenses incident to of each of the performance by Selling Stockholders, including the Company fees of its obligations hereundertheir respective counsel and stock transfer taxes on the sale of their shares.

Payment of Expenses. The Company agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Laredo Parties agree to pay the or cause to be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the sale, printing or reproduction preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Form T-1, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Securities under the state or foreign securities or Blue Sky laws of such jurisdictions as the Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the costs of the production and distribution of this Agreement, the Indenture, any supplemental agreement among the Underwriters and any other related documents in connection with the offering, purchase, sale and delivery of the Securities; (vi) the costs and charges of any transfer agent and any registrar; (vii) any fees required to be paid to rating agencies in connection with the rating of the Notes; (viii) the fees, costs and expenses of the Trustee, any agent of the Trustee and any paying agent (including related fees and expenses of a counsel to such parties); (ix) all amendments or supplements expenses and application fees incurred in connection with any filing with, and clearance of the offering by FINRA, including reasonable fees and expenses of counsel for the Underwriters in an amount not to exceed $15,000; and (x) all costs and expenses of the officers and employees of the Laredo Parties and any other expenses of the Laredo Parties relating to any of them, as may, in each case, be reasonably requested for use investor or “road show” presentations in connection with the offering and sale of the Securities; (iii) the preparation, printingincluding, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandumwithout limitation, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and travel expenses of the Company’s accountants officers and employees of the fees Laredo Parties and any other expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderLaredo Parties.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany’s counsel and independent accountants; (iv) the printing (or reproduction) fees and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification and determination of eligibility for investment of the Securities for offer and sale Shares under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any filings required to be made with FINRA “Canadian wrapper” (including filing fees and together with the reasonable and related documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, an amount not to exceed $25,0005,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related documented fees and expenses of counsel for the Underwriters, in an amount not to exceed $35,000 (excluding filing fees)); and (viii) the transportation and other all expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers potential investors (provided, however, that the Underwriters and the Company shall each pay 50% of the Securitiescost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters, and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters); (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderNasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, in an amount, together with the fees and expenses of counsel in clause (vii), not to exceed $10,000 in aggregate); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all reasonable and documented expenses and application fees incurred in connection with any filing with, and clearance of the Offering by, FINRA (including local the related fees and special counsel) expenses of counsel for the CompanyUnderwriters in an amount, together with the fees and expenses of counsel in clause (iv), not to exceed $10,000 in aggregate); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company of its obligations hereunderShares on the Nasdaq Market.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review, filing with, and clearance of the offering by FINRA; provided that the amount payable by the Company pursuant to clauses (iv) and (vii) with respect to counsel fees and disbursements shall not exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including 50% of the third party costs of any private aircraft incurred by or on behalf of the Company in connection with such road show, with the Underwriters responsible for the remaining 50% of such expenses; provided, that each party shall pay all of the travel and lodging expenses incurred by them in connection with such road show (other than the third party costs of any private aircraft, which shall be paid for in accordance with the foregoing provisions of this clause (viii)); (ix) all expenses and application fees related to the listing of the Shares on the Exchange; (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Notwithstanding the foregoing, it is understood and agreed that except as expressly provided in Section 7 or Section 11(b) of this Agreement, the Underwriters will pay all of their own costs and expenses incident expenses, including without limitation, fees and disbursements of their counsel other than for Blue Sky and FINRA matters to the performance extent expressly provided for in this Section 11(a), transfer taxes on the resale by them of any of the Company Shares, and any advertising expenses relating to offers of its obligations hereunderShares that they make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securitiesdistributing this Agreement; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent, registrar or depositary; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including local related legal fees up to an aggregate of $15,000 when combined with such fees and special counselexpenses incurred in connection with clause (v)); (ix) for all costs and expenses incident to listing the CompanySecurities on the NYSE; and (x) all other costs and expenses incident to the performance incurred by the Company of its obligations hereunderin connection with any “road show” presentation to potential investors;.

Payment of Expenses. The Company agrees with the Placement Agent to pay (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale, preparation and delivery of the Stock to the Purchasers and any taxes payable in that connection; (ib) the costs incident to the Registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing or reproduction and filing with the Commission distribution of the Registration Statement Statements, Base Prospectus and Prospectus Supplement and any amendments and exhibits thereto or any document incorporated by reference therein, and the costs of printing, reproducing and distributing, this Agreement by mail, telex or other means of communication; (d) the fees and expenses (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (viPlacement Agent) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of filings, if any, made with the SecuritiesNASD, if applicable; (ixe) any applicable listing or other fees; (f) the fees and expenses of qualifying the Company’s accountants Stock under the securities laws of the several jurisdictions as provided in Section 4(f) and the of preparing, printing and distributing Blue Sky Memoranda (including related reasonable fees and expenses of counsel to the Placement Agent, which fees and disbursements shall not exceed $5,000 without the prior written consent of the Company); (including local g) all fees and special counselexpenses of the registrar and transfer agent of the Stock; (h) the reasonable fees and expenses of counsel for the CompanyPlacement Agent in an amount not to exceed $30,000 in the aggregate; and (xi) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants and the travel and other expenses incurred by Company personnel in connection with any “roadshow” including, without limitation, any expenses advanced by the Company Placement Agent on the Company’s behalf (which will be promptly reimbursed)); provided that, except as otherwise provided in this Section 5 and in Sections 7 and 9, the Placement Agent shall pay its own costs and expenses, including the fees and expenses of its obligations hereundercounsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the CompanyUnderwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (xix) all other costs expenses and expenses incident application fees related to the performance by listing of the Company Shares on the Nasdaq Market; provided, however, that the fees and disbursements of its obligations hereundercounsel for the Underwriter pursuant to clauses (iv) and (vii) shall not exceed in the aggregate $25,000.

Payment of Expenses. The Company agrees with the Placement Agents to pay (a) the costs and expenses relating incident to the following matters: authorization, issuance, sale, preparation and delivery of the Stock to the Purchasers and any transfer taxes payable in that connection; (ib) the costs incident to the Registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies distribution of the Registration Statement, each Preliminary Prospectus, the Base Prospectus and all Prospectus Supplement and any amendments and exhibits thereto or supplements to any document incorporated by reference therein, and the costs of themprinting, as mayreproducing and distributing, in each casethis Agreement by mail, be reasonably requested for use in connection with the offering and sale telex or other means of the Securitiescommunication; (iiid) the preparation, printing, authentication, issuance fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA expenses (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (viPlacement Agents) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of filings, if any, made with the SecuritiesNASD, if applicable; (ixe) any applicable listing or other fees; (f) the fees and expenses of qualifying the Company’s accountants Stock under the securities laws of the several jurisdictions as provided in Section 4(f) and the of preparing a Blue Sky Memoranda (including related reasonable fees and expenses of counsel to the Placement Agents); (including local g) all fees and special counsel) for expenses of the Companyregistrar and transfer agent of the Stock; and (xh) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel and the Company's independent accountants and the travel and other expenses incurred by Company personnel in connection with any "roadshow" including, without limitation, any expenses advanced by the Company Placement Agents on the Company's behalf and with its prior consent (which will be promptly reimbursed)); provided that, except as otherwise provided in this Section 5 and in Sections 7 and 9, the Placement Agents shall pay their own costs and expenses, including the fees and expenses of its obligations hereundertheir counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in connection therewith; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance fees and delivery expenses of certificates, if any, for the Securities, including any stamp or transfer taxes Company’s counsel and the Company’s accountants; (iv) reasonable fees and expenses incurred in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification and determination of eligibility for investment of the Securities for offer and sale Shares under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) any filings required to be made with FINRA Representatives may reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including filing fees and together with the reasonable and documented related fees and expenses of counsel for the Underwriters relating (not to such registration and qualification in item exceed $10,000)); (v) the cost of preparing stock certificates; (vi) hereinthe costs and charges of any transfer agent and any registrar for the Shares; (vii) all reasonable and documented expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations any “road show” presentation to prospective purchasers potential investors, except it is understood that 50% of the Securitiescost of any chartered aircraft and other transportation chartered in connection with the road show and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters; and (ix) all expenses and application fees related to the fees and expenses listing of the Company’s accountants and Shares on the fees and expenses Nasdaq Global Market. It is understood, except as specifically provided for in this Section 11, the Underwriters shall pay all of counsel (including local and special counsel) for the Company; and (x) all other their own costs and expenses, including fees of their counsel, stock transfer taxes on the resale of any of the Shares by them and any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay the or cause to be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with delivery to the Commission Underwriters of the Registration Statement (including financial statements Securities and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance costs of reproducing and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale distributing each of the SecuritiesTransaction Documents; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, not to exceed $10,000 in the aggregate); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of counsel the Trustee and any paying agent (including local related fees and special counselexpenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and all expenses for the Companyapproval of the Securities for book-entry transfer by DTC (including the related fees and expenses of counsel for the Underwriters, not to exceed $10,000 in the aggregate); and (xix) all other costs and expenses incident to the performance incurred by the Company in connection with any “road show” presentation to potential investors. Except as provided in this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation, the fees and expenses of its obligations hereundertheir counsel.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in connection therewith, (ii) the costs incident to the preparation, printing or reproduction and filing with under the Commission Securities Act of the Registration Statement (including financial statements and exhibits thereto)Statement, each the Preliminary Prospectus, the any Issuer Free Writing Prospectus, any Time of Sale Information and each amendment the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, (iii) the costs of reproducing and distributing this Agreement, (iv) the fees and expenses of the Company's counsel and independent accountants, (v) the fees and expenses incurred in connection with the registration or supplement qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters), (vi) the cost of preparing share certificates, (vii) the costs and charges of any transfer agent and any registrar, (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc. (ix) all expenses incurred by the Company in connection with any "road show" presentation to any potential investors, (x) all expenses and application fees related to the listing of them; the Shares on the Exchange and (iixi) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any prospectus wrapper or the Registration StatementDirected Share Program material and stamp duties, each Preliminary Prospectussimilar taxes or duties or other taxes, if any, incurred by the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use Underwriters in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunderDirected Share Program.

Payment of Expenses. The (a) If the transactions contemplated by this Agreement are consummated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating actually incurred and incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance reasonable fees and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale expenses of the SecuritiesCompany’s counsel and independent accountants; (iv) the printing (or reproduction) reasonable fees and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered expenses incurred in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale Shares under the state or foreign securities or blue sky laws of such jurisdictions as the several U.S. States; (vii) any filings required to be made with FINRA Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including filing fees and together with the related reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item Underwriters); (v) the cost of preparing stock certificates; (vi) hereinthe costs and charges of any transfer agent and any registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, not to exceed $25,000)and clearance of the offering by, FINRA; and (viii) all expenses and application fees related to the transportation listing of the Shares on the Nasdaq Market. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of their own costs and expenses including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the road show. In addition, the Underwriters shall reimburse any and all travel, lodging and other expenses of the Company and its executive officers (and not the Underwriters) employees in connection with presentations the road show, including all expenses related to prospective purchasers of airline travel, which shall be by private, chartered jet and will also reimburse the Securities; (ix) the Company up to $ in additional, documented out-of-pocket expenses or fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident related to the performance transactions contemplated by this Agreement, which reimbursements shall be made by wire transfer in immediately available funds to the account specified by the Company of its obligations hereunderto the Representatives on the Closing Date or at such other time or place as the Representatives and the Company may agree upon in writing.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (including local and special counseliii) for the Company; and (xvii) all other costs and expenses incident to shall in no event exceed $50,000 in the performance by the Company of its obligations hereunderaggregate.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees will pay or cause to pay the be paid all costs and expenses relating incident to the following matters: performance of its obligations hereunder, including without limitation, (i) the preparationcosts incident to the authorization, printing or reproduction issuance, sale, preparation and filing with the Commission delivery of the Registration Statement (including financial statements Shares and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of themtaxes payable in that connection; (ii) the costs incident to the preparation, printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with thereto) and the offering and sale of the Securitiesdistribution thereof; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE; provided, however, that the fees and expenses of counsel in clauses (including local and special counseliii) for the Company; and (xvii) all other costs and expenses incident to shall in no event exceed $40,000 in the performance by the Company of its obligations hereunderaggregate.